<Page>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 20-F

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                   For the fiscal year ended December 31, 2001

                             Commission file number:

                     COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV
             (Exact name of Registrant as specified in its charter)

   American Beverage Company-AmBev               Federative Republic of Brazil
  (Translation of Registrant's name             (Jurisdiction of incorporation
           into English)                               or organization)

                          -----------------------------
             Avenida Maria Coelho Aguiar, 215, Bloco F, 6 DEG. andar
                         05804-900 Sao Paulo, SP, Brazil
                    (Address of principal executive offices)
                          -----------------------------

 Securities registered or to be registered pursuant to Section 12(b) of the Act:

                                                    NAME OF EACH EXCHANGE
           TITLE OF EACH CLASS                       ON WHICH REGISTERED

     American Depositary Shares,                   New York Stock Exchange
     evidenced by American Depositary
     Receipts, each representing
     100 Common Shares

     Common Shares, no par value*

     American Depositary Shares,                   New York Stock Exchange
     evidenced by American Depositary
     Receipts, each representing 100 Preferred
     Shares
     Preferred Shares, no par value*

----------
*    Not for trading but only in connection with the registration of the
     American Depositary Shares, pursuant to the requirements of the Securities
     and Exchange Commission.

       The number of outstanding shares of each of the issuer's classes of
                capital or common stock as of June 17, 2002 was:

                          16,205,207,116 Common Shares
                         24,299,222,825 Preferred Shares

     Indicate by checkmark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
    1934 during the preceding 12 months (or for such shorter period that the
   registrant was required to file such reports), and (2) has been subject to
                 such filing requirements for the past 90 days.

                       Yes /X/   No / /   Not Applicable / /

      Indicate by check mark which financial statement item the registrant
                             has elected to follow.

                             Item 17 / /   Item 18 /X/

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                         PAGE
<S>                                                                                       <C>
INTRODUCTION.............................................................................   i

THE COMBINATION AND BRAZILIAN ANTITRUST APPROVAL.........................................   i

ACCOUNTING PERIODS AND PRINCIPLES........................................................ iii

CURRENCY TRANSLATION.....................................................................   v

INDUSTRY DATA............................................................................   v

TRADEMARKS...............................................................................  vi

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION...............................  vi

Item 1.    Identity of Directors, Senior Management and Advisers.........................   1

Item 2.    Offer Statistics and Expected Timetable.......................................   1

Item 3.    Key Information...............................................................   1

Item 4.    Information on the Company....................................................  19

Item 5.    Operating and Financial Review and Prospects..................................  51

Item 6.    Directors, Senior Management and Employees....................................  83

Item 7.    Major Shareholders and Related Party Transactions.............................  93

Item 8.    Financial Information......................................................... 101

Item 9.    The Offer and Listing......................................................... 105

Item 10.   Additional Information........................................................ 111

Item 11.   Quantitative and Qualitative Disclosures About Market Risk.................... 129

Item 12.   Description of Securities Other than Equity Securities........................ 135

Item 13.   Defaults, Dividend Arrearages and Delinquencies............................... 135

Item 14.   Material Modifications to the Rights of Security Holders and Use of Proceeds.. 135

Item 15.   Reserved...................................................................... 135

Item 16.   Reserved...................................................................... 135

Item 17.   Financial Statements.......................................................... 135

Item 18.   Financial Statements.......................................................... 135

Item 19.   Exhibits...................................................................... 136

Signatures .............................................................................. 137
</Table>

<Page>

                                  INTRODUCTION

     This annual report on Form 20-F relates to the two classes of registered
American Depositary Shares (ADSs) of Companhia de Bebidas das Americas - AmBev
evidenced by American Depositary Receipts (ADRs) representing 100 preferred
shares of AmBev and ADSs evidenced by ADRs representing 100 common shares of
AmBev.

     In this annual report, except as otherwise indicated or as the context
otherwise requires, the "Company", "AmBev", "we", "us" and "our" refers to
Companhia de Bebidas das Americas - AmBev and its subsidiaries.

                THE COMBINATION AND BRAZILIAN ANTITRUST APPROVAL

THE COMBINATION

     AmBev was formed through the combination of Brazil's two largest beverage
companies, Companhia Cervejaria Brahma, or Brahma and Companhia Antarctica
Paulista Industria Brasileira de Bebidas e Conexos, or Antarctica (the
combination). The combination involved the formation of AmBev, as a holding
company for Brahma and Antarctica. The combination was effected over the course
of 1999 and 2000, beginning with the contribution of shares of the controlling
shareholders of Brahma and Antarctica in exchange for shares of AmBev on July 1,
1999, and followed by the consummation of transactions by which Antarctica and
Brahma became wholly owned subsidiaries of AmBev on September 15, 1999 and
September 14, 2000, respectively, and the public shareholders of Brahma and
Antarctica became shareholders of AmBev.

     Pursuant to the controlling shareholders' contribution on July 1, 1999,
Brahma's controlling shareholders, EMPRESA DE ADMINISTRACAO E PARTICIPACOES S.A.
ECAP, or ECAP and Braco S.A., or Braco, and Antarctica's controlling
shareholder, FUNDACAO ANTONIO E HELENA ZERRENNER INSTITUICAO NACIONAL DE
BENEFICENCIA, or the Zerrenner Foundation, contributed all of their common and
preferred shares in Brahma and Antarctica in exchange for AmBev shares of the
same type and class.

     On July 1, 1999, the Zerrenner Foundation, Braco, and ECAP, the controlling
shareholders of AmBev, as well as AmBev and Marcel Telles, Jorge Paulo Lemann
and Carlos Alberto Sicupira, entered into a shareholders' agreement that
contains provisions relating to the voting of shares of AmBev and the voting by
AmBev of the shares of its subsidiaries. Messrs. Telles, Lemann and Sicupira are
the controlling shareholders of Braco, which, in turn, owns 99.7% of the voting
shares of ECAP. For a detailed description of the AmBev shareholders' agreement,
see "Item 7--Major Shareholders and Related Party Transactions--Major
Shareholders--AmBev Shareholders' Agreement".

     On March 31, 2001, Brahma was merged into Antarctica, and Antarctica
changed its name to Companhia Brasileira de Bebidas ("CBB"). This transaction
had no effect on AmBev's consolidated financial statements as each of the
entities were wholly-owned by AmBev. CBB was incorporated as a SOCIEDADE ANONIMA
under the laws of Brazil. CBB is AmBev's principal operating subsidiary and owns
five of AmBev's material subsidiaries. AmBev's business, with the exception of
its international operations, is conducted through CBB.

                                       -i-
<Page>

BRAZILIAN ANTITRUST APPROVAL

     Brazilian antitrust authorities have the power to investigate any
transaction which results in the concentration of a market share equal to or
greater than 20% of any relevant market or which involves, among other factors,
any company with annual gross sales of R$400 million or more. The transfer of
control of Brahma and Antarctica to AmBev through the controlling shareholders'
contribution resulted in a market share for AmBev in excess of 70% of the
Brazilian beer market and 20% of the Brazilian soft drink market. Brazilian
antitrust authorities therefore reviewed the transaction to determine whether it
would negatively impact competitive conditions in the relevant markets, or
whether it would negatively affect consumers.

     The CONSELHO ADMINISTRATIVO DE DEFESA ECONOMICA (CADE), an independent
agency of the Brazilian Ministry of Justice, is the principal Brazilian
antitrust authority. On July 14, 1999, CADE issued an interim order in
connection with the controlling shareholders' contribution that placed temporary
limits on the actions of Brahma and Antarctica relating to their integration. On
April 7, 2000, CADE approved the controlling shareholders' contribution subject
to restrictions designed to prevent AmBev from exercising excessive control over
the Brazilian beer market. CADE imposed no restrictions in connection with soft
drinks or other beverages produced by AmBev. On April 19, 2000, AmBev entered
into a performance agreement with CADE pursuant to which AmBev agreed to comply
with the restrictions imposed by CADE. The principal terms of the performance
agreement include:

     -    For a period of four years, we must share our distribution network
          with at least one regional Brazilian beer company, which cannot have a
          market share in excess of 5% of its respective regional market, in
          each of the five regions of Brazil as defined by CADE. This obligation
          is independent of our obligation, associated with the sale of Bavaria,
          to share our distribution network with the purchaser of Bavaria for a
          certain specified period of time (see below). We must choose the
          companies through a public bidding process and must select those that
          offer to pay us the highest distribution commissions. On September 10,
          2001, after a public bidding process, we signed an agreement with
          Eduardo Bier Comercial de Productos Alimenticios (Dado Bier), for the
          sharing of our distribution network;

     -    For a period of four years, if we decide to close or dispose of any of
          our beer plants, we must first offer such plant for sale in a public
          auction;

     -    For a period of five years, if we or any of our subsidiaries dismisses
          any employee as a result of the restructuring process relating to the
          combination and other than for cause, we must attempt to place the
          employee in a new job, and provide the employee with retraining, as
          appropriate;

     -    We and our distributors cannot demand that points of sale operate on
          an exclusive basis, except where our investments and improvements are
          equivalent to a majority of the assets of the point of sale or such
          exclusivity is, in the opinion of the management of the point of sale,
          in their interest; and

     -    A requirement that we sell Antarctica's BAVARIA brand and related
          assets. The principal requirements of the Bavaria sale, which have
          been completed, were as follows:

          (a)  the transfer, to a single purchaser holding no more than 5% of
               the Brazilian beer market, of the BAVARIA brand (including the
               BAVARIA PILSEN and BAVARIA PREMIUM brands) and five beer plants;

                                      -ii-
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          (b)  the sharing of our distribution network with the purchaser for a
               period of six years, renewable for an additional two-year period
               at the option of the purchaser. During the initial four-year
               period, the purchaser will not have to pay any commission for the
               use of our network, although it will have to pay costs associated
               with freight and distributors' commissions; and

          (c)  the maintenance prior to sale of specified minimum levels of
               publicity and marketing expenditures relating to the BAVARIA
               brand, and the use of reasonable efforts to keep Bavaria's market
               share at a minimum of 4.7% of the Brazilian beer market.

     On November 6, 2000, we entered into an agreement with Molson Inc. for the
sale of Bavaria consistent with our performance agreement with CADE. Our
agreement with Molson provides for an initial purchase price of R$416.1 million,
of which R$191.4 million was received at that time. The remaining R$224.7
million is payable to us by Molson subject to the Bavaria brand reaching certain
market thresholds. Molson must pay a further R$44.8 million for each additional
0.5% of market share achieved by the Bavaria brand on a yearly basis during a
five-year period, up to a maximum additional payment of R$224.7 million. At the
time of sale, Molson agreed to purchase Bavaria at its then-current 4% market
share. CADE approved this agreement on December 13, 2000, and the sale was
completed on December 20, 2000. A percentage of the proceeds (5.8%) from the
sale of Bavaria went to our affiliate Miranda Correa, which owned one of the
plants sold to Molson. For additional information regarding the sale of Bavaria,
see note 11 to AmBev's consolidated financial statements.

     The performance agreement has a term of five years, and non-compliance with
any of its obligations will trigger a minimum daily fine of R$5,320 per
occurrence. This daily fine can be increased up to a maximum of R$106,410 per
occurrence and may be assessed until such time as we comply with the specific
obligation. In the event of non-compliance, CADE may also appoint a judicial
officer to enforce compliance. CADE has the authority to revoke its approval of
the controlling shareholders' contribution and to file an administrative
proceeding against us if we do not comply with our obligations. CADE also has
the general authority to order other remedial measures as provided by law and as
established under the performance agreement.

ACCOUNTING ASPECTS OF THE COMBINATION

     For information on certain accounting aspects of the combination, see "Item
5-- Operating and Financial Review and Prospects--Accounting Aspects of the
Combination".

                        ACCOUNTING PERIODS AND PRINCIPLES

     We have prepared our audited annual consolidated financial statements as of
December 31, 2001 and 2000 and for the three years ended December 31, 2001 in
Brazilian reais in accordance with accounting principles determined by Brazilian
Corporate Law (Law 6,404, as amended) ("Corporate Law") as applied by us in
preparing our statutory financial statements and annual report and accounts,
which differ in certain significant respects from accounting principles
generally accepted in the United States (U.S. GAAP). Accordingly, the audited
financial statements included in this annual report have been prepared in
accordance with Brazilian Corporate Law and include a reconciliation of net
income and shareholders' equity to U.S. GAAP. In addition to the reconciliation
of these key balances, the financial statements also include a discussion of the
reconciling differences in accounting principles and the presentation of the
condensed balance sheets and statement of operations in Brazilian reais. The
financial

                                      -iii-
<Page>

information contained in this annual report is in accordance with Brazilian
Corporate Law, except as otherwise noted.

     For the year ended December 31, 2000, we prepared consolidated financial
statements for AmBev using the U.S. dollar as the reporting currency and in
accordance with U.S. GAAP, under Statement of Financial Accounting Standards
("SFAS") No. 52, "Foreign Currency Translation," which we filed with the United
States Securities and Exchange Commission ("SEC"). However, since that time we
have changed the format of the financial statements that we will file with the
SEC to follow Brazilian Corporate Law and to include in those financial
statements a reconciliation to U.S. GAAP, as permitted under SEC rules. The
discussion of the critical accounting policies in the "Item 5--Operating and
Financial Review and Prospects" addresses those accounting policies which
require our management's most difficult, subjective or complex judgments, often
as a result of the need to make estimates of the effect of matters that are
inherently uncertain. All amounts included in the Management's Discussion and
Analysis and Result of Operations are based on Brazilian Corporate Law numbers.

     We changed the presentation of our financial statements:

     -    to increase the transparency of the financial position and results of
          operations of our business, communicated to the marketplace by
          providing annual Brazilian Corporate Law financial statements to
          facilitate comparison with local quarterly reporting;

     -    to provide both presentations in one document through the inclusion of
          the Brazilian Corporate Law financial statements, the reconciliation
          to U.S. GAAP and the condensed balance sheets and statements of
          operations in accordance with U.S. GAAP providing a clear
          identification of the accounting differences; and

     -    to reflect our financial position and results of operations in
          Brazilian reais which is the primary currency in which the business
          operates avoiding the distortions of exchange rate variations during
          periods of exchange rate volatility when the reporting currency was
          the U.S. dollar.

     To facilitate comparison to prior filings with the SEC, we will also file
with the SEC on Form 6-K our consolidated financial statements as of December
31, 2001 and 2000 and for the three years ended December 31, 2001, using the
U.S. dollar as the reporting currency in accordance with U.S. GAAP, under SFAS
No. 52. We do not intend, however, to continue to file such U.S. GAAP statements
prepared under SFAS No. 52.

     Prior to July 1, 1999, the date of the controlling shareholders'
contribution, AmBev had no material assets, liabilities or operations. AmBev was
created by the combination of Brahma and Antarctica on that date and was
accounted for as a merger under Brazilian Corporate Law. However, for purposes
of presenting the Brazilian Corporate Law financial information in this annual
report, AmBev was treated as the successor to Brahma. We have included in our
financial statements, for comparison purposes, the audited consolidated
financial statements of the predecessor company, Brahma, for the year ended
December 31, 1999 which under the Brazilian Corporate Law does not include the
merger with Antarctica. For purposes of U.S. GAAP and as reflected in the
reconciliation to U.S. GAAP, AmBev is the successor to Brahma and Brahma is
treated as the acquiror of Antarctica and, consequently, includes the effects of
the acquisition of Antarctica. The financial information under Brazilian
Corporate Law prior to this date contained within the Selected Financial Data is
also based on the financial statements of Brahma. As described in "Item
5--Operating and Financial Review and Prospects", our financial statements as at
and for any date and for any period ending after December 31, 1999, reflect the
combination of Brahma and Antarctica. Unless otherwise stated or unless the
context otherwise requires

                                      -iv-
<Page>

or implies, financial data of AmBev and Brahma presented in this annual report
are derived from their Brazilian Corporate Law financial statements.

     Pursuant to our performance agreement with CADE, we sold Antarctica's
Bavaria beer brand and five breweries on November 6, 2000. See "The Combination
and Brazilian Antitrust Approval-- Brazilian Antitrust Approval". Except as
otherwise stated, however, historical operating and financial data of AmBev as
of any date ended prior thereto or for any period ending on or before November
30, 2000, include the assets, operations and liabilities associated with
Bavaria.

     Percentages and some amounts in this annual report have been rounded for
ease of presentation. Any discrepancies between totals and the sums of the
amounts listed are due to rounding.

                              CURRENCY TRANSLATION

     In this annual report, references to "real", "reais" or "R$" are to the
Brazilian legal currency. References to "U.S. dollar" or "U.S.$" are to the
legal currency of the United States. We have translated some of the Brazilian
currency amounts contained in this annual report into U.S. dollars. The rate
used to translate such amounts was R$2.3204 to U.S.$1.00, which was the
commercial market rate for the purchase of U.S. dollars in effect on December
31, 2001, as disclosed by the Central Bank of Brazil (Central Bank), unless the
data is derived from the financial statements of AmBev, Brahma or Antarctica
that are prepared in U.S. dollars, or unless the context otherwise requires or
implies. The commercial market rate on June 17, 2002 was R$ 2.6823 to U.S.$1.00.
The U.S. dollar equivalent information presented in this annual report is
provided solely for the convenience of the readers of this annual report and
should not be construed as implying that the Brazilian currency amounts
represent, or could have been or could be converted into, U.S. dollars at such
rates or at any rate. See "Item 3--Key Information--Exchange Rate
Information--Exchange Controls" for more detailed information regarding the
translation of reais into U.S. dollars.

                                  INDUSTRY DATA

     In this annual report, we refer to information regarding the beverage
market and its segments and competitors from:

     -    AC Nielsen, or Nielsen;

     -    the Brazilian union of beer producers, or Sindicerv;

     -    PepsiCo, Inc., or PepsiCo; and

     -    Euromonitor International, Inc.

We also refer to market research reports, analyst reports and other publicly
available sources. Additionally, we have relied on or referred to Impact
Databank, or Impact, a beer industry publication, with respect to certain other
information. All such Impact information comes from "The Global Drinks Market:
Impact Databank Review & Forecast @ 2001," a publication of M. Shanken
Communications (New York), Telephone (212) 684-4224.

                                       -v-
<Page>

                                   TRADEMARKS

     This annual report includes names of our products which constitute
trademarks or trade names which we own or which are owned by others and are
licensed to us for our use. This annual report also contains other brand names,
trade names, trademarks or service marks of other companies, and these brand
names, trade names, trademarks or service marks are the property of those other
companies.

                         CAUTIONARY STATEMENT REGARDING
                           FORWARD-LOOKING INFORMATION

     We make forward-looking statements in this annual report that are subject
to risks and uncertainties. These statements are based on the beliefs and
assumptions of our management, and on information currently available to us.
Forward-looking statements include statements regarding the intent, belief or
current expectations of AmBev or its directors or executive officers with
respect to:

     -    the declaration or payment of dividends;

     -    the direction of future operations;

     -    the implementation of principal operating strategies, including
          potential acquisition or joint venture transactions or other
          investment opportunities;

     -    the implementation of AmBev's financing strategy and capital
          expenditure plans;

     -    the factors or trends affecting AmBev's financial condition, liquidity
          or results of operations; and

     -    the implementation of the measures required under AmBev's performance
          agreement entered into with CADE.

     Forward-looking statements also include the information concerning possible
or assumed future results of operations of AmBev set forth under "Item
4--Information on the Company Business Overview" and "Item 8--Financial
Information" and statements preceded by, followed by, or that include, the words
"believes", "may", "will", "continues", "expects", "anticipates", "intends",
"plans", "estimates" or similar expressions.

     Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions because they relate to future events and
therefore depend on circumstances that may or may not occur in the future. The
future results and shareholder values of AmBev may differ materially from those
expressed in or suggested by these forward-looking statements. Many of the
factors that will determine these results and values are beyond our ability to
control or predict. Investors are cautioned not to put undue reliance on any
forward-looking statements.

     Investors should understand that the following important factors, in
addition to those discussed in this annual report, could affect the future
results of AmBev and could cause results to differ materially from those
expressed in such forward-looking statements:

     -    general economic conditions, such as the rates of economic growth in
          the principal geographic markets of AmBev or fluctuations in exchange
          rates;

                                      -vi-
<Page>

     -    industry conditions, such as the strength of product demand, the
          intensity of competition, pricing pressures, the introduction of new
          products by AmBev, the introduction of new products by competitors,
          changes in technology or in the ability of AmBev to obtain products
          and equipment from suppliers without interruption and at reasonable
          prices, and the financial conditions of the customers and distributors
          of AmBev; and

     -    operating factors, such as the continued success of manufacturing and
          distribution activities of AmBev and the consequent achievement of
          efficiencies and the continued success of product development.

                                      -vii-
<Page>

                                     PART I

Item 1.        Identity of Directors, Senior Management and Advisers

Not Applicable.

Item 2.        Offer Statistics and Expected Timetable

Not Applicable.

Item 3.        Key Information

                         AMBEV'S SELECTED FINANCIAL DATA

     The following financial information of AmBev and Brahma is only a summary
and should be read in conjunction with, and is qualified in its entirety by
reference to, the audited annual consolidated financial statements of AmBev and
Brahma and the related notes which are included in this annual report.

     Our selected historical financial data prepared under Brazilian Corporate
Law set forth below as of and for each of the years ended December 31, 2001,
2000, 1999, 1998 and 1997 have been derived from AmBev's consolidated financial
statements, as of and for the periods ending December 31, 2001 and 2000, and
Brahma's consolidated financial statements as of and for the periods ending
December 31, 1999, 1998 and 1997, all of which have been audited by
PricewaterhouseCoopers Auditores Independentes, Sao Paulo, Brazil, Brazilian
independent accountants. Brazilian Corporate Law differs in significant respects
to U.S. GAAP and you should read the financial information in conjunction with
our audited financial statements, as well as "Item 5--Operating and Financial
Review and Prospects".

<Page>

                          STATEMENT OF OPERATIONS DATA

<Table>
<Caption>
                                                  AS OF OR FOR THE YEAR ENDED DECEMBER 31,
                                     -----------------------------------------------------------------
                                       2001(1)      2000(1)        1999(1)       1998(1)      1997(1)
                                     ----------    ----------    ----------   -----------   ----------
                                              (R$ IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS,
                                                 NUMBER OF SHARES AND OTHER OPERATING DATA)
BRAZILIAN CORPORATE LAW

Statement of Operations Data:                SUCCESSOR                        PREDECESSOR
                                     ------------------------     ------------------------------------
<S>                                  <C>           <C>           <C>           <C>          <C>
Gross sales, before taxes,
  discounts and returns...........   13,130,961    11,282,452     6,846,479     7,005,073    5,840,249
Net sales.........................    6,525,585     5,250,345     3,248,274     3,155,674    2,779,448
Cost of sales.....................   (3,366,225)   (2,843,749)   (1,905,053)   (1,799,726)  (1,625,038)
                                     ----------    ----------    ----------    ----------   ----------
Gross profit......................    3,159,360     2,406,596     1,343,221     1,355,948    1,154,410
Selling and marketing
  expenses........................     (707,754)     (578,469)     (350,700)     (488,406)    (432,210)
Direct distribution expenses......     (467,827)     (337,002)     (225,536)     (207,216)     (31,458)
General and administrative
  expenses(2).....................     (351,497)     (373,023)     (206,940)     (239,603)    (250,466)
Depreciation and amortization of
  deferred charges................     (256,492)     (202,288)      (95,408)      (84,891)     (50,360)
                                     ----------    ----------    ----------    ----------   ----------
                                      1,375,790       915,814       464,637       335,832      389,917
Provision for contingencies.......      (33,907)     (269,154)      (51,203)      117,660      160,611
Other operating income, net.......       47,225         3,917        66,307         8,330       15,343
Financial income..................      358,376       373,981       675,118       213,043      224,940
Financial expenses................     (861,491)     (697,970)     (804,426)     (346,413)    (276,991)
OPERATING INCOME (EXPENSE)(3).....      885,993       326,588       350,433       328,452      513,819
                                     ----------    ----------    ----------    ----------   ----------
Other non-operating income
  (expense), net..................      107,332        57,786       (19,876)       27,113       29,849
Income tax benefits (expense).....      (51,974)      405,413        17,585       (34,374)     (53,659)
Income before equity in
  affiliates, profit sharing and
  minority interest...............      941,351       789,787       348,142       312,191      490,009
Equity in earnings (losses) of
  affiliates......................     (157,075)      (53,718)      (39,866)       (3,224)     (36,091)
Minority interest.................          292      (265,887)       14,019        11,131        2,405
                                     ----------    ----------    ----------    ----------   ----------
NET INCOME (LOSS).................      784,568       470,182       322,295       329,098      456,323
                                     ==========    ==========    ==========    ==========   ==========
Net income per 1,000 shares at
  year end(4).....................        20.42         12.19         46.66         47.85        64.97
Net income per ADS(5) at
  year end........................         0.20          0.12          2.33          2.39         3.25
Dividends and interest
  attributable to shareholder's
  equity per 1,000 shares(4)(6)
    Common shares.................         8.27          7.15         24.29         19.76        17.75
    Preferred shares..............         9.10          7.87         26.72         21.74        19.53
Number of shares outstanding at
  year end (in thousands)
    Common shares.................   15,751,477    15,946,841     2,628,451     2,635,679    2,665,110
    Preferred shares..............   22,668,973    22,616,017     4,279,160     4,242,075    4,358,376
</Table>

                                       -2-
<Page>

<Table>
<Caption>
                                                AS OF OR FOR THE YEAR ENDED DECEMBER 31,

                                       2001(1)       2000(1)       1999(1)      1998(1)       1997(1)
                                     ----------    ----------    ----------   ----------    ----------
                                             (R$ IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS,
                                                NUMBER OF SHARES AND OTHER OPERATING DATA)
U.S. GAAP

Statement of Operations Data:               SUCCESSOR                        PREDECESSOR
                                     ------------------------    -------------------------------------
<S>                                  <C>           <C>           <C>          <C>           <C>
Net income (loss).................      840,093       879,246      (173,696)     113,334       400,159
Net income per 1,000 shares
  (weighted average)(4)(7)(8)
    - Basic
        Common shares.............        22.84         22.91         (5.60)        3.16         10.65
        Preferred shares..........        25.13         25.20         (5.04)        3.47         11.72
    - Diluted
        Common shares.............        22.55         22.05         (5.37)        3.00         10.31
        Preferred shares..........        24.80         24.26         (4.83)        3.30         11.34
Net income (loss) per ADS(5)
    - Basic
        Common shares.............         0.23          0.23         (0.05)        0.03          0.11
        Preferred shares..........         0.25          0.25         (0.05)        0.03          0.12
    - Diluted
        Common shares.............         0.22          0.22         (0.05)        0.03          0.10
        Preferred shares..........         0.25          0.24         (0.05)        0.03          0.11
Dividends and interest
  attributable to shareholders
  equity per 1,000 shares
  (weighted average)(4)(6)
    - Basic
        Common shares.............         9.15          7.60          5.06         3.38          2.92
        Preferred shares..........        10.07          8.37          5.56         3.72          3.21
    - Diluted
        Common shares.............         9.03          7.32          4.84         3.21          2.82
        Preferred shares..........         9.94          8.05          5.32         3.53          3.10
Weighted average number of shares
  (thousands)(4)(7)(8)(9)
    - Basic
        Common shares.............   12,259,953    14,265,323    11,949,367   11,983,100    12,140,015
        Preferred shares..........   22,291,121    21,919,724    21,173,565   21,733,635    23,110,875
    - Diluted
        Common shares.............   12,259,953    14,475,271    12,206,392   12,433,243    12,284,655
        Preferred shares..........   22,726,632    23,090,525    22,384,145   23,058,784    24,128,895
</Table>

                                       -3-
<Page>

                               BALANCE SHEET DATA

<Table>
<Caption>
                                                  AS OF OR FOR THE YEAR ENDED DECEMBER 31,
                                     -----------------------------------------------------------------
                                       2001(1)       2000(1)      1999(1)       1998(1)       1997(1)
                                     ----------     ---------    ----------   ----------    ----------
                                             (R$ IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS,
                                                NUMBER OF SHARES AND OTHER OPERATING DATA)
BRAZILIAN CORPORATE LAW

                                             SUCCESSOR                       PREDECESSOR
                                     ------------------------    -------------------------------------
<S>                                  <C>            <C>           <C>          <C>           <C>
Balance Sheet Data:
Cash, cash equivalents and trading
   securities.....................    2,539,032     1,028,332     1,697,415    1,081,026       884,576
Total current assets..............    4,684,944     2,687,640     2,723,110    1,959,203     1,678,694
Investments.......................      662,600       659,564        61,161       38,377        11,719
Property, plant and equipment,
   net............................    3,143,635     3,204,259     1,898,580    2,115,962     2,154,619
Goodwill and intangible assets,
   net............................      617,574       614,754        23,956       26,766             0
Deferred income tax - non-current     1,160,274       996,088       240,774      134,147       145,154
Total assets......................   11,028,812     8,639,652     5,425,862    4,669,322     4,303,319
Short-term debt(10)...............    1,719,989     1,265,334     1,042,928      898,749       710,630
Total current liabilities.........    3,412,003     2,699,622     1,889,123    1,573,119     1,441,417
Long-term debt(11)................    2,849,353       927,574       938,663      981,169       872,351
Accrued liability for legal
   proceedings....................      815,487       877,969       288,570      255,170       339,486
Sales tax deferrals and other tax
   credits(12)....................      346,965       470,010       463,670      315,613       167,963
Total long-term liabilities.......    4,164,446     2,350,608     1,872,645    1,617,337     1,457,800
Minority interest.................       88,926       512,477        57,719       50,450        53,799
Shareholders' equity..............    3,363,437     3,076,945     1,606,375    1,428,416     1,350,731

U.S. GAAP

Total assets......................   10,195,864     7,742,997     3,109,697    4,727,817     4,446,663
Shareholders' equity..............    2,839,873     2,378,160     1,628,685    1,417,884     1,444,866
</Table>

                                       -4-
<Page>

                                   OTHER DATA

<Table>
<Caption>
                                                             AS OF OR FOR THE YEAR ENDED DECEMBER 31,
                                    ------------------------------------------------------------------------------------
                                         2001(1)          2000(1)          1999(1)          1998(1)         1997(1)
                                    ---------------  ---------------  ---------------   ---------------  ---------------
                                          (R$ IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS, AND NUMBER OF SHARES)
BRAZILIAN CORPORATE LAW

                                                SUCCESSOR                                 PREDECESSOR
                                    --------------------------------  --------------------------------------------------
<S>                                 <C>              <C>              <C>               <C>              <C>
Other Financial Information:

Net working capital(13)..........         1,272,941          (11,982)         833,987           386,084          237,277
Cash dividends paid(6)...........           313,366          221,162          178,169           121,214          109,565
Depreciation(14).................           613,872          589,182          438,069           330,782          272,496
Capital expenditures(15).........           446,829          295,008          312,383           411,196          697,729
Operating cash flows
   generated(16).................         1,481,506        1,287,130        1,102,958
Investing cash
   flows - used(16)..............        (1,029,283)        (126,253)        (299,204)
Financing cash flows -
   generated  - used(16).........         1,384,436       (2,081,256)        (187,365)
EBITDA(16)(17)...................           1,989.7          1,505.0            902.7

Other Operating Data:

Total production capacity -
   beer(18)......................   84.1 million hl  94.4 million hl  64.4 million hl   62.0 million hl  56.9 million hl
Total production capacity - soft
   drink(18).....................   38.8 million hl  36.6 million hl  27.0 million hl   27.0 million hl  27.0 million hl
Total beer volume sold(19).......   62.4 million hl  64.8 million hl  43.2 million hl   42.5 million hl  41.3 million hl
Total soft drink volume sold(19)    18.5 million hl  17.2 million hl   8.5 million hl   12.1 million hl   9.4 million hl
Number of employees(20)..........            18,136           18,172            9,416            10,708           10,955
Productivity - hectoliters per
   production employee(21).......          8,228 hl         7,556 hl         8,776 hl          8,694 hl         6,289 hl
</Table>

FOOTNOTES TO SELECTED FINANCIAL INFORMATION

(1)  Brahma and Antarctica were legally merged to form AmBev on July 1, 1999
     under Brazilian Corporate Law. However, for purposes of this annual report,
     as AmBev was treated as the successor to Brahma for accounting purposes,
     audited financial statements of AmBev, the successor, have been included as
     of and for the two years ended December 31, 2001. The Brazilian Corporate
     Law selected financial information in all previous periods has been derived
     from the audited financial statements of the predecessor company, Brahma.

(2)  General and administrative expenses include director's fees.

(3)  Operating income (expense) under Brazilian Corporate Law is presented after
     financial income and financial expense.

(4)  The information is provided per thousand shares because AmBev common and
     preferred shares are generally traded on the Sao Paulo Stock Exchange in
     blocks of one thousand shares.

(5)  ADS represents American Depositary Shares.

(6)  Includes dividends, interest attributable to shareholders' equity
     (including withholding tax paid by AmBev in respect thereof), and in 2000,
     returns of capital of R$111.8 million. Distributions in the first nine
     months of 2000 were made in the form of a return of capital rather than in
     the form of dividends or interest attributable to shareholders' equity
     because, prior to the completion of the Brahma conversion, AmBev did not
     have sufficient retained earnings to pay these amounts as dividends or
     interest attributable to shareholders' equity.

(7)  In the U.S. GAAP selected financial information only, all share and per
     share data have been adjusted to give effect, retroactively, to AmBev's
     five-for- one split of its common and preferred shares effective October
     23, 2000. Because AmBev did not split its ADSs, the ADSs, which prior to
     the stock split had represented 20 common or preferred shares, represented
     100 common or preferred shares following the stock split. In the Brazilian
     Corporate Law selected financial information, the historic share and per
     share information has not been adjusted and therefore reflects the actual
     number of shares in issue.

(8)  In the U.S. GAAP selected financial information only, earnings per share
     are calculated dividing the net income by the weighted average number of
     common and preferred shares outstanding during the relevant periods. In
     the Brazilian Corporate Law financial section, earnings per share are
     calculated by dividing by the number of shares in existence at the year
     end. AmBev's preferred shares are entitled to dividends 10% greater than
     the dividends paid to common shares.

                                       -5-
<Page>

(9)  Under U.S. GAAP we have consolidated the net assets of the Zerrenner
     Foundation, one of our principal shareholders, on our balance sheet as of
     December 31, 2001 and 2000. The Zerrenner Foundation provides medical,
     dental, educational and social assistance benefits to current and retired
     AmBev employees and their families. As a result of our consolidating these
     net assets, AmBev shares owned by the Zerrenner Foundation are treated as
     treasury shares, rather than outstanding shares, thereby reducing the
     number of our weighted average outstanding shares and increasing our
     earnings or loss per share. For purposes of the predecessor company,
     Brahma, the Brahma Welfare Foundation provided the equivalent services and
     was treated in a similar manner, resulting in a similar effect in the
     selected financial information as at and for the years ended December 31,
     1999, 1998 and 1997. For further information, please refer to our
     consolidated financial statements contained within this annual report.

(10) Includes current portion of long term debt.

(11) Excludes current portion of long term debt.

(12) In the financial statements, R$347.0 million is disclosed as sales tax
     deferrals, the remaining R$235.3 million being included within loans and
     financing as it is considered under ICMS governmental incentive schemes to
     be financing.

(13) Represents total current assets less total current liabilities.

(14) Includes depreciation of property, plant and equipment.

(15) Represents cash expenditures for property, plan and equipment.

(16) This information is not available for the years ended December 31, 1998 and
     1997.

(17) This information has not been extracted directly from the financial
     statements and can not therefore be qualified for reference to the
     financial statements. This is not derived from audited financial
     information.

(18) Represents available production capacity of Brahma and its subsidiaries
     (and not Antarctica or its subsidiaries) at the end of each period ending
     on or before December 31, 1999, and thereafter represents the available
     production capacity of AmBev and its respective subsidiaries; (hl is the
     abbreviation for hectoliters).

(19) Represents volumes of Brahma and its subsidiaries (and not Antarctica or
     its subsidiaries) for each period ending on or before December 31, 1999,
     and thereafter represents full-year volumes of AmBev and its respective
     subsidiaries.

(20) Includes all production- and non-production-related employees of Brahma and
     its subsidiaries at the end of each period ending on or before December 31,
     1999, and thereafter includes all production- and non-production-related
     employees of AmBev and its respective subsidiaries.

(21) Calculated by dividing the total volume of beer and soft drinks sold by the
     number of employees involved in the production processes at the end of each
     period. Volumes used represent those of Brahma and its subsidiaries (and
     not Antarctica or its subsidiaries) for each period ending on or before
     December 31, 1999, and thereafter represent full-year volumes of AmBev and
     its respective subsidiaries.

                                    DIVIDENDS

DIVIDEND POLICY

     AmBev intends to pay dividends annually to its shareholders; however, the
timing and amount of future dividend payments, if any, will depend upon various
factors the Board of Directors of AmBev considers relevant, including the
earnings and the financial condition of AmBev. AmBev's by-laws provide for a
mandatory dividend of 27.5% of its annual net income, if any, as determined and
adjusted under accounting principles set forth under Brazilian Corporate Law
(adjusted income). The mandatory dividend includes amounts paid as interest
attributable to shareholders' equity, which is equivalent to a dividend but is a
more tax efficient way to distribute earnings because they are generally
deductible by the company for Brazilian income tax purposes. However,
shareholders (including holders of ADSs) have to pay Brazilian withholding tax
on the amounts received as interest attributable to shareholders' equity,
whereas no such payment is required in connection with dividends received.
Withholding tax is usually paid by Brazilian companies on behalf of their
shareholders.

     Adjusted income may be capitalized, used to absorb losses or otherwise
appropriated as allowed under Brazilian Corporate Law; therefore, any adjusted
income may no longer be available to be paid as dividends. AmBev may also not
pay dividends to its shareholders in any particular fiscal year, upon the
determination by the Board of Directors that such distributions would be
inadvisable in view of AmBev's financial condition. Any such dividends not
distributed would be allocated to a special reserve account for future payment
to shareholders, unless it is used to offset subsequent losses. See "--Risk
Factors--

                                       -6-
<Page>

Factors Relating to the AmBev Shares and ADSs--AmBev shareholders may not
receive any dividends". Any dividends payable on AmBev's preferred shares must
be at least 10% greater than those payable on AmBev's common shares. See "Item
10--Additional Information--Memorandum and Articles of Association--Reserves and
Dividends--Dividend Preference of Preferred Shares".

     For further information on Brazilian Corporate Law provisions relating to
required reserves and payment of dividends on interest attributable to
shareholders' equity, as well as specific rules applying to the payment of
dividends by AmBev, see "Item 10--Additional Information--Memorandum and
Articles of Association--Reserves and Dividends".

AmBev--DIVIDENDS AND INTEREST ATTRIBUTABLE TO SHAREHOLDERS' EQUITY

     The following table shows the dividends paid by AmBev's predecessor Brahma,
to its preferred and common shareholders from 1995 through September 15, 2000
and by AmBev to its preferred and common shareholders since September 15, 2000
in reais and in U.S. dollars translated from Brazilian reais at the commercial
exchange rate as of the date of payment. The amounts beginning in 1995 include
interest attributable to shareholders' equity, net of withholding tax, and
return of capital. See "Item 10--Additional Information--Memorandum and Articles
of Association--Interest Attributable to Shareholders' Equity".

                                       -7-
<Page>

<Table>
<Caption>
                                                              Reais per
                                                             thousand(1)          U.S. dollar equivalent per
Earnings generated                   First payment date       shares(2)      thousand(1) shares at payment date(4)
--------------------------------     ------------------      -----------     -------------------------------------
<S>                                  <C>                        <C>          <C>                             <C>
Extraordinary...................       March 25, 1996           11.40        (preferred and common)          11.54
Second half 1995................         May 2, 1996             1.04        (preferred and common)           1.05
First half 1996.................     September 26, 1996          0.91        (preferred and common)           0.89
Second half 1996................       March 21, 1997            1.27        (preferred and common)           1.20
First half 1997.................       October 9, 1997           1.61        (preferred)                      1.47
                                                                 1.46        (common)                         1.33
Second half 1997................         May 7, 1998             1.73        (preferred)                      1.51
                                                                 1.57        (common)                         1.37
First half 1998.................       October 8, 1998           1.32        (preferred)                      1.12
                                                                 1.20        (common)                         1.01
Second half 1998................        April 5, 1999            2.37        (preferred)                      1.37
                                                                 2.16        (common)                         1.25
First half 1999.................        July 20, 1999            1.58        (preferred)                      0.88
                                                                 1.44        (common)                         0.80
Second half 1999................       March 15, 2000            2.96        (preferred)                      1.70
                                                                 2.69        (common)                         1.54
Extraordinary(3)................       March 23, 2000            1.88        (preferred)                      1.09
                                                                 1.88        (common)                         1.09
Extraordinary(3)................      November 30, 2000          2.38        (preferred)                      1.22
                                                                 2.38        (common)                         1.22
Second half 2000................      February 20, 2001          4.11        (preferred)                      2.05
                                                                 3.74        (common)                         1.86
First half 2001.................     September 17, 2001          3.11        (preferred)                      1.16
                                                                 2.83        (common)                         1.06
Second half 2001................      February 19, 2002          4.78        (preferred)                      1.97
                                                                 4.34        (common)                         1.79
</Table>

----------
(1)  The information is provided per thousand shares because AmBev common and
     preferred shares are generally traded on the Sao Paulo Stock Exchange in
     blocks of one thousand.

(2)  The amounts set forth above are amounts actually received (as adjusted to
     give effect retroactively to AmBev's common and preferred share
     five-for-one stock split effective October 23, 2000) by shareholders, which
     are net of withholding tax. The amounts set forth here represent pro-forma
     U.S. GAAP calculations for the impact of the stock split which is not
     required under Brazilian Corporate Law. The financial statements present
     the amounts actually disbursed, including the withholding tax on interest
     on shareholders' equity, which was paid on behalf of its shareholders. The
     dividends per thousand shares set forth above are calculated based on the
     number of shares outstanding at the date the distributions were declared
     (as adjusted to give effect retroactively to AmBev's common and preferred
     share five-for-one stock split effective October 23, 2000). Dividends per
     thousand shares in the financial statements are calculated based on the
     weighted average number of shares for the period in which dividends were
     declared.

(3)  On March 23, 2000 and on November 30, 2000 AmBev distributed R$1.88
     (U.S.$1.09) per common and preferred shares and R$2.38 (U.S.$1.22) per
     common and preferred shares, respectively, to its shareholders as a return
     of capital.

(4)  Translated to U.S. dollars at the exchange rate in effect at the date
     declared.

                                       -8-
<Page>

                            EXCHANGE RATE INFORMATION

There are two principal foreign exchange markets in Brazil:

     -    the commercial rate exchange market; and

     -    the floating rate exchange market.

     On February 1, 1999, the Central Bank authorized the unification of the
exchange positions of the Brazilian financial institutions in the commercial
rate exchange market and floating rate exchange market, which led to a
convergence in the pricing and liquidity of both markets. The Brazilian
government also allowed an increase in the exchange positions of institutions
authorized to trade foreign currency to provide further liquidity to the foreign
exchange markets. Most trade and financial transactions are carried out on the
commercial rate exchange market. The floating market rate generally applies to
transactions to which the commercial market rate does not apply. Foreign
currencies may only be purchased through a Brazilian financial institution
authorized to operate in these markets. In both markets, rates are freely
negotiated but may be strongly influenced by Central Bank intervention.

DEVALUATION OF THE REAL

     From its introduction on July 1, 1994 through March 1995, the real
appreciated significantly against the U.S. dollar. On March 6, 1995, in an
effort to address concerns about the overvaluation of the real relative to the
U.S. dollar, the Central Bank introduced new exchange rate policies that
established a band within which the real/U.S. dollar exchange rate could
fluctuate, and announced that it would buy or sell U.S. dollars whenever the
rate approached the upper or lower limits of the band. From March 1995 through
January 1999, the Central Bank allowed the gradual devaluation of the real
against the U.S. dollar. Responding to downward pressure on the real, on January
13, 1999, the Central Bank widened the foreign exchange rate band and on January
15, 1999, the Central Bank allowed the real to float freely. The real devalued
to a low for that year of R$2.165 per U.S.$1.00 on March 3, 1999, but
subsequently appreciated to R$1.789 per U.S.$1.00 on December 31, 1999,
representing a net devaluation of 48.0% during 1999. In 2000, the real was
devalued by 9.3% against the U.S. dollar.

     In 2001, the real devalued by 18.7% against the U.S. dollar. In the final
quarter of 2001, the Brazilian real appreciated against the U.S. dollar,
recovering 13.1% in those months from R$2.671 per U.S.$1.00 at September 30,
2001. See "--Risk Factors--Factors Related to Brazil--Substantial exchange rate
fluctuations could harm AmBev and reduce the market value of our securities" and
"Item 4--Information on the Company--Brazilian Beverage Industry Overview". We
cannot assure you that the real will not continue to devalue in the future. On
June 17, 2002, the commercial market rate for the purchase of U.S. dollars was
R$2.6823 to U.S.$1.00.

                                       -9-
<Page>

     The following tables set forth commercial market rates for the purchase of
U.S. dollars for the periods indicated.

<Table>
<Caption>
                                        ANNUAL EXCHANGE RATES OF REAIS PER U.S.$1.00
                                     ---------------------------------------------------
                                       2001       2000       1999       1998      1997
                                     --------   --------   --------   --------  --------
<S>                                  <C>        <C>        <C>        <C>       <C>
Low..............................    R$1.9357   R$1.7234   R$1.2075   R$1.1165  R$1.0395
High.............................      2.8007     1.9847     2.2000     1.2087    1.1164
Average(1).......................      2.3519     1.8295     1.8566     1.1611    1.0787
Period End.......................      2.3204     1.9554     1.7890     1.2087    1.1164
</Table>

----------
SOURCE:  Central Bank of Brazil

(1)  Represents the average of the month-end exchange rates during the relevant
     period.

<Table>
<Caption>
                             RECENT MONTHLY EXCHANGE RATES OF REAIS PER U.S.$1.00
                         ---------------------------------------------------------------
                                                 2002                             2001
                         -----------------------------------------------------  --------
                           MAY       APRIL       MARCH     FEBRUARY   JANUARY   DECEMBER
                         --------   --------   --------    --------   --------  --------
<S>                      <C>        <C>        <C>         <C>        <C>       <C>
Low....................  R$2.3770   R$2.2701   R$2.3236    R$2.3482   R$2.2932  R$2.2930
High...................    2.5296     2.3681     2.3663      2.4691     2.4376    2.4672
</Table>

----------
SOURCE:  Central Bank of Brazil

     The commercial market rate for the purchase of U.S. dollars as at June 17,
2002 was R$2.6823 per U.S. dollar.

     Brazilian law provides that, whenever there is a serious imbalance in
Brazil's balance of payments or serious reasons to expect such an imbalance,
temporary restrictions may be imposed on remittances of foreign capital abroad.
We cannot assure you that temporary restrictions will not be imposed by the
Brazilian government in the future.

     We will pay any cash dividends and make any other cash distributions in
reais. Accordingly, exchange rate fluctuations may affect the U.S. dollar
amounts received by the holders of ADSs on conversion by the depositary of such
distributions into U.S. dollars for payment to holders of ADSs. Fluctuations in
the exchange rate between the real and the U.S. dollar may also affect the U.S.
dollar equivalent of real price of our shares on the Sao Paulo Stock Exchange.

                                EXCHANGE CONTROLS

     There are no restrictions on ownership of the ADSs or the preferred shares
by individuals or legal entities domiciled outside Brazil.

     The right to convert dividend payments, interest attributable to
shareholders' equity payments and proceeds from the sale of preferred or common
shares into foreign currency and to remit such amounts outside Brazil is subject
to exchange control restrictions and foreign investment legislation which
generally requires, among other things, that the relevant investments be
registered with the Central Bank. Restrictions on the remittance of foreign
capital abroad could hinder or prevent Banco Itau S.A. (the custodian) or
holders who have exchanged AmBev's ADSs for shares of AmBev, from converting
dividend distributions, interest on shareholders' equity or the proceeds from
any sale of shares of AmBev into U.S. dollars and remitting such U.S. dollars
abroad. Holders of AmBev ADSs could be adversely

                                      -10-
<Page>

affected by delays in or refusal to grant any required governmental approval for
conversions of real payments and remittances abroad.

     Under Brazilian law relating to foreign investment in the Brazilian capital
markets (Foreign Investment Regulations), foreign investors registered with the
Brazilian Securities Commission, or CVM and acting through authorized custody
accounts managed by local agents may buy and sell shares on Brazilian stock
exchanges without obtaining separate certificates of registration for each
transaction.

     Foreign investors may register their investment under Law 4,131/62 or
Resolution No. 2,689/00 of the National Monetary Council.

     Under Resolution No. 2,689, foreign investors may invest in almost all
financial assets and engage in almost all transactions available in the
Brazilian financial and capital markets, provided that certain requirements are
fulfilled. In accordance with Resolution No. 2,689, the definition of foreign
investor includes individuals, legal entities, mutual funds and other collective
investment entities, domiciled or headquartered abroad.

     Under Resolution No. 2,689, a foreign investor must:

     -    appoint at least one representative in Brazil, with powers to perform
          actions relating to its investment;

     -    appoint an authorized custodian in Brazil for its investments;

     -    register as a foreign investor with the CVM; and

     -    register its foreign investment with Brazilian Central Bank.

     Securities and other financial assets held by a Resolution No. 2,689
investor must be registered or maintained in deposit accounts or under the
custody of an entity duly licensed by the Brazilian Central Bank or the CVM. In
addition, any transfer of securities held under Resolution No. 2,689 must be
carried out in the stock exchanges or through organized over-the-counter markets
licensed by the CVM, except for transfers resulting from a corporate
reorganization, occurring upon the death of an investor by operation of law or
will or as a consequence of the delisting of the relevant shares from a stock
exchange and the cancellation of the registration with the CVM.

     Pursuant to the certificates of registration obtained by AmBev from the
Central Bank in the name of the Bank of New York with respect to the AmBev ADSs
to be maintained by the custodian (Banco Itau S.A.) on behalf of the Bank of New
York, the custodian and The Bank of New York will be able to convert dividends
and other distributions with respect to the AmBev shares represented by AmBev
ADSs into foreign currency and remit the proceeds outside of Brazil. In the
event that a holder of AmBev ADSs exchanges such ADSs for AmBev shares such
holder will be entitled to continue to rely on The Bank of New York's
certificate of registration for only five business days after such exchange,
following which such holder must obtain its own certificate of registration. Any
such holder may not be able to obtain and remit abroad U.S. dollars or other
hard currencies upon the disposition of the shares or distributions with respect
to such disposition, unless such holder qualifies under the Foreign Investment
Regulations or obtains its own certificate of registration, and such holder
generally will be subject to less favorable Brazilian tax treatment than a
holder of AmBev ADSs. See "Item 10--Additional Information-- Taxation-Brazilian
Tax Considerations".

                                      -11-
<Page>

     Under current legislation, the Brazilian government may impose temporary
restrictions on remittances of foreign capital abroad in the event of a serious
imbalance or an anticipated serious imbalance of Brazil's balance of payments.
For approximately six months in 1989 and early 1990, the Brazilian government
froze all dividend and capital repatriations held by the Central Bank that were
owed to foreign equity investors in order to conserve Brazil's foreign currency
reserves. These amounts were subsequently released in accordance with Brazilian
government directives. We can not assure you that the Brazilian government will
not impose similar restrictions on foreign repatriations in the future. See
"--Risk Factors--Controls and restrictions on foreign currency remittance could
harm the ability of AmBev to make dividend payments".

                                  RISK FACTORS

     Investors, holders and prospective purchasers of ADSs and shares of AmBev
should, in addition to paying due regard to the Cautionary Statement Regarding
Forward-Looking Information noted above, also carefully consider all of the
information set forth in this annual report. In particular, you should consider
the special features applicable to an investment in Brazil and applicable to an
investment in AmBev, including those set forth below. In general, investing in
the securities of issuers in emerging market countries, such as Brazil, involves
a higher degree of risk than investing in the securities of issuers in the
United States.

     For purposes of this section, when we state that a risk, uncertainty or
problem may, could or would have an "adverse effect" on AmBev, we mean that the
risk, uncertainty or problem may, could or would have an adverse effect on the
business, financial condition, liquidity, results of operations or prospects of
AmBev, except as otherwise indicated or as the context may otherwise require.
You should view similar expressions in this section as having a similar meaning.

FACTORS RELATING TO AmBev

     WE ARE SUBJECT TO BRAZILIAN ANTITRUST REGULATIONS.

     We have a substantial beer market share in our Brazilian beer markets and
we are subject to regulation under Brazilian antitrust rules. In addition, in
connection with the combination of Brahma and Antarctica, we entered into a
performance agreement with the Brazilian antitrust authorities. See "The
Combination and Brazilian Antitrust Approval--Brazilian Antitrust Approval". We
are also party to several antitrust legal proceedings. See "Item 8--Financial
Information--Legal Proceedings--Antitrust Matters". We cannot assure you that
Brazilian antitrust regulation will not affect our business in the future.

     INCREASES IN TAXES ON BEVERAGE PRODUCTS IN BRAZIL MAY AFFECT OUR RESULTS
AND PROFITABILITY.

     Increases in Brazil's already high levels of taxation could adversely
affect our profitability. Increases in taxes on beverage products usually result
in higher beverage prices for consumers. Higher beverage prices generally result
in lower levels of consumption and, therefore, lower net sales. Lower net sales
result in lower margins since some of our costs are fixed and thus do not vary
significantly based on the level of production. We cannot assure you that the
government will not increase current tax levels, both state and federal.

                                      -12-
<Page>

FACTORS RELATING TO BRAZIL

     THE BRAZILIAN GOVERNMENT'S ACTIONS TO MAINTAIN ECONOMIC STABILITY, AS WELL
AS PUBLIC SPECULATION ABOUT POSSIBLE FUTURE ACTIONS, THE OUTCOME OF PRESIDENTIAL
ELECTIONS IN OCTOBER 2002 AND CURRENT ECONOMIC AND POLITICAL INSTABILITY IN
ARGENTINA MAY CONTRIBUTE SIGNIFICANTLY TO ECONOMIC UNCERTAINTY IN BRAZIL AND TO
HEIGHTENED VOLATILITY IN THE BRAZILIAN SECURITIES MARKETS AND SECURITIES ISSUED
ABROAD BY BRAZILIAN ISSUERS.

     Our principal market is Brazil, which has periodically experienced
extremely high rates of inflation. Inflation, along with governmental measures
to combat inflation and public speculation about possible future measures, has
had significant negative effects on the Brazilian economy. The annual rates of
inflation, as measured by the National Consumer Price Index (INDICE NACIONAL DE
PRECOS AO CONSUMIDOR), have decreased from 2,489.1% in 1993 to 9.44% in 2001.

     Brazil may experience high levels of inflation in the future. There can be
no assurance that recent lower levels of inflation will continue. Future
governmental actions, including actions to adjust the value of the real, may
trigger increases in inflation.

     As a result of inflationary pressures, the Brazilian currency has been
devalued periodically during the last four decades. Through this period, the
Brazilian government has implemented various economic plans and utilized a
number of exchange rate policies, including sudden devaluations, periodic
mini-devaluations during which the frequency of adjustments has ranged from
daily to monthly, floating exchange rate systems, exchange controls and dual
exchange rate markets. From time to time, there have been significant
fluctuations in the exchange rates between Brazilian currency and the U.S.
dollar and other currencies. For example, the U.S. dollar/real exchange rate
fell from R$1.9554 per U.S. dollar at December 31, 2000 to R$2.7071 at October
31, 2001 and increased to R$2.3204 at December 31, 2001. At June 17, 2002, the
U.S. dollar/real exchange rate was R$2.6823 per U.S. dollar.

     Devaluation of the real relative to the U.S. dollar would create additional
inflationary pressures in Brazil by generally increasing the price of imported
products and requiring recessionary governmental policies to curb aggregate
demand. On the other hand, appreciation of the real against the U.S. dollar may
lead to a deterioration of the current account and the balance of payments, as
well as dampen export-driven growth. The potential impact of the floating
exchange rate and of measures of the Brazilian government aimed at stabilizing
the real is uncertain.

     The Brazilian presidential elections will be held in October 2002 and
the current President of Brazil, Mr. Fernando Henrique Cardoso, is not
permitted to stand for re-election by the Brazilian Constitution.
Developments surrounding the national elections may result in economic and
other uncertainties until the elections, and changes in fiscal economic
policies thereafter. If there is a significant change in the political and
economic environment, our business and results of operation could be
adversely affected.

     THE ECONOMIC CRISIS IN ARGENTINA COULD ADVERSELY AFFECT THE BRAZILIAN
ECONOMY AND MAY HURT OUR ABILITY TO FINANCE OUR OPERATIONS THROUGH THE
INTERNATIONAL CAPITAL MARKETS.

     Since the end of 1998, the Argentine economy had been in a recession marked
by significantly reduced levels of consumption and investments, increasing
unemployment and declining gross domestic product. The lack of confidence in
Argentina's economic future has led to massive withdrawals of bank deposits from
the country. To prevent a further run on the dollar reserves of local banks, on
December 1, 2001, the Argentine government effectively froze bank deposits and
introduced exchange controls restricting capital outflows. These measures, known
as the "corralito", have precipitated a political and social crisis that has
virtually paralyzed economic activity since December 2001. Although the measures
have been somewhat modified, they are still in place today.

     The principal international rating agencies have recently and repeatedly
downgraded the rating of Argentina's sovereign debt. Furthermore, as of December
23, 2001, the Argentine government has suspended payment on certain of its
sovereign debt. In addition, on January 6, 2002, the Argentine government put an
end to ten years of peso-dollar parity and devalued the peso by 29%. The peso
has

                                      -13-
<Page>

depreciated significantly since January 6, 2002. On June 17, 2002, the Argentine
peso-U.S dollar exchange rate, according to Emerging Trading Association (EMTA),
dropped to approximately 3.6073 pesos per U.S. dollar.

     In addition, the economic crisis has given rise to increasing political
volatility. Protests and looting throughout Argentina led to the resignation of
President Fernando de la Rua on December 21, 2001. Following the resignation of
an interim president only one week after his appointment, on January 1, 2002, a
legislative assembly appointed Eduardo Duhalde as President to serve for the
remaining term of former President de la Rua. President Duhalde's administration
has undertaken a number of far-reaching initiatives, including the conversion,
known as "pesificacion", of foreign currency-denominated deposits and debts into
pesos, the suspension of bankruptcies for a period of 180 days and the cap on
maximum interest rates that can be charged on certain outstanding loans. As of
the date of this annual report, however, widespread political protests and
social disturbances are continuing on a near-daily basis.

     These recent events have added to the perception of higher risk for
investments in Argentina, and Latin America generally, which may discourage
international investment in Brazil and, more directly, may hurt our ability to
finance our operations through the international capital markets. In addition,
the continuation of the Argentine recession and the recent devaluation of the
peso could adversely affect the Brazilian economy, as Argentina is one of
Brazil's principal trading partners, accounting for 8.6% of Brazil's exports in
2001. Adverse developments in the Brazilian economy could, in turn, negatively
impact our business. Finally, the Argentine recession may adversely affect the
Brazilian securities markets which are, to varying degrees, influenced by
economic and market conditions in other emerging market countries, especially
those in Argentina.

     SUBSTANTIAL EXCHANGE RATE FLUCTUATIONS COULD HARM AmBev AND REDUCE THE
MARKET VALUE OF OUR SECURITIES.

     The Brazilian currency has historically suffered frequent devaluations. In
the past, the Brazilian government has implemented various economic plans and
utilized a number of exchange rate policies, including sudden devaluations and
periodic mini-devaluations, during which the frequency of adjustments has ranged
from daily to monthly, floating exchange rate systems, exchange controls and
dual exchange rate markets. Although over long periods, devaluations of the
Brazilian currency generally have correlated with the rate of inflation in
Brazil, devaluations over shorter periods have resulted in significant
fluctuations in the exchange rate between the Brazilian currency and the U.S.
dollar and other currencies.

     During 2001, the real experienced a period of significant devaluation, due
in part to the economic uncertainties in Argentina, and depreciated against the
U.S. dollar by 18.7%. During 2002 (through June 17), the real devalued and
depreciated against the U.S. dollar by 15.6% and from June 17, 2002 through
June 25, 2002, the real depreciated an additional 5.1%.

     U.S. INVESTORS MAY NOT BE ABLE TO EFFECT SERVICE OF PROCESS UPON, OR TO
ENFORCE JUDGMENTS AGAINST, US.

     We are organized under the laws of the Federative Republic of Brazil. All
our directors and executive officers and the experts named in this annual report
are residents of countries other than the United States. All or a substantial
portion of the assets of such non-resident persons and of AmBev are located
outside the United States. As a result, it may not be possible for investors to
effect service of process within the United States upon such persons or AmBev,
or to enforce against them in U.S. courts judgments obtained in such courts
based upon civil liability provisions of the Federal securities laws of the
United States or otherwise.

                                      -14-
<Page>

     BRAZILIAN POLITICAL AND ECONOMIC CONDITIONS HAVE A DIRECT IMPACT ON OUR
BUSINESS.

     The Brazilian government has frequently intervened in the Brazilian economy
and occasionally made drastic changes in policy. The Brazilian government's
actions to control inflation and effect other policies have often included wage
and price controls, currency devaluations, capital controls, and limits on
imports, among other things. Our business, financial condition, results of
operations and ability to repay debt may be harmed by changes in policy
involving supplies, tariffs, exchange controls, tax policies and other matters.
For example, worsening economic conditions in the second half of 2001 and the
first quarter of 2002 have hurt consumer confidence and depressed consumer
demand in general in Brazil, and in particular for our products. Further
deterioration in economic conditions in Brazil will likely continue to affect
our business.

     INFLATION, AND CERTAIN BRAZILIAN GOVERNMENT MEASURES TO CURB INFLATION, MAY
HAVE ADVERSE EFFECTS ON THE BRAZILIAN ECONOMY, THE BRAZILIAN SECURITIES MARKETS,
AND OUR BUSINESS.

     Brazil has historically experienced extremely high rates of inflation.
Inflation itself and governmental measures adopted to combat inflation have in
the past had significant negative effects on the Brazilian economy. Since the
real's introduction in July 1994 under the Real Plan, Brazil's inflation rate
has been substantially lower than in previous periods. See "Exchange Rate
Information--Devaluation of the Real". However, during this period there have
been inflationary pressures, and actions taken to combat inflation and public
speculation about possible future actions have contributed to adverse economic
conditions in Brazil and to heightened volatility in the Brazilian securities
markets.

     If Brazil experiences further inflationary pressures, it could adversely
affect our business and cause the Brazilian government to take further actions
to control inflation, all of which could have a material adverse effect on the
Brazilian economy, the Brazilian financial markets, and therefore, on our
operating results and the market price of our shares. In addition, we may not be
able to increase our prices in line with inflation, and therefore, our operating
results may be adversely affected.

     THE PENDING TAX REFORM IN BRAZIL MAY INCREASE OUR TAX BURDEN.

     The Brazilian government has proposed a broad tax reform in Brazil, mainly
designed to reduce the public deficit through an increase in tax collection. The
final tax reform bill may be submitted to the Brazilian Congress for approval
before the next presidential elections in October 2002, although we cannot
assure you that this will occur.

     It is anticipated that the reform will include the creation of a
value-added tax on goods and services which would replace six existing taxes
(including the social contribution on net sales, the federal excise tax and the
state value-added sales tax). In addition, the CPMF, a provisional levy on bank
account transactions, would be replaced by a permanent federal tax on financial
transfers. The effects of these changes and many other changes that could result
from the enactment of additional tax reforms cannot be quantified. These
changes, however, may reduce our results of operations, increase our costs or
limit our profitability, and we may have a higher tax burden if the tax reform
bill is approved and implemented.

     THE PROPOSED CHANGES IN THE BRAZILIAN LABOR LAW MAY AFFECT OUR
RELATIONSHIP WITH OUR EMPLOYEES.

     On December 5, 2001, the House of Representatives approved a bill which
proposes the amendment of the Brazilian labor law (CONSOLIDACAO DAS LEIS DO
TRABALHO, or CLT). According to the system currently in force, labor relations
are strongly regulated. Although still protecting fundamental

                                      -15-
<Page>

labor rights, the new bill proposes the flexibility of the rules regulating
labor relations in Brazil, allowing for employers and employees to negotiate
certain aspects of the employment relation. According to the new project,
collective bargaining agreements between employers and employees may supersede
certain dispositions of the CLT. It is not clear whether the new bill, if
approved by the Senate and enacted by the President, would be well accepted by
employees of Brazilian companies, including AmBev, and their respective unions.

FACTORS RELATING TO AmBev SHARES AND ADSs

     THE RELATIVE VOLATILITY AND ILLIQUIDITY OF THE BRAZILIAN SECURITIES MARKETS
MAY SUBSTANTIALLY LIMIT YOUR ABILITY TO SELL THE AmBev SHARES AT THE PRICE AND
TIME YOU DESIRE.

     Investing in securities involving emerging markets, such as Brazil,
involves greater risk than investing in securities of issuers from more
developed countries and such investments are generally considered speculative in
nature. Brazilian investments, such as investments in our shares and ADSs, are
subject to economic and political risks, involving, among others:

     -    changes in the regulatory, tax, economic and political environment
          that may affect the ability of investors to receive payment, in whole
          or in part, in respect of their investments; and

     -    restrictions on foreign investment and on repatriation of capital
          invested.

     The Brazilian securities markets are substantially smaller, less liquid,
more concentrated and more volatile than major U.S. and European securities
markets, and are not as highly regulated or supervised as some of these other
markets. The relatively small market capitalization and illiquidity of the
Brazilian equity markets may substantially limit your ability to sell the AmBev
shares underlying the AmBev ADSs at the price and time you desire. See "Item
9--The Offer and Listing--Regulation of the Brazilian Securities Market".

     DEVELOPMENTS IN OTHER EMERGING MARKET COUNTRIES MAY AFFECT THE MARKET PRICE
OF AmBev'S SHARES AND ADSs.

     Economic and market conditions in other emerging market countries,
especially those in Latin America, influence the market for securities issued by
Brazilian companies and investors' perception of economic conditions in Brazil.
Since the fourth quarter of 1997, the international financial markets
experienced significant volatility, and a large number of market indices,
including those in Brazil, declined significantly. For example, the Asian
economic crisis and the 1998 Russian debt moratorium and devaluation of the
Russian currency triggered securities market volatility in Brazil and other
emerging market countries' securities markets. More recently, Argentina is
experiencing a financial crisis resulting from its difficulties in servicing its
large outstanding public debt. Venezuela, Uruguay and Paraguay have also been
experiencing a significant economic downturn. The market value of AmBev's shares
and ADSs may therefore be adversely affected by events occurring outside of
Brazil, especially in other emerging market countries.

     OUR CONTROLLING SHAREHOLDERS ARE ABLE TO DETERMINE THE OUTCOME OF MANY
CORPORATE ACTIONS WITHOUT THE APPROVAL OF NON-CONTROLLING SHAREHOLDERS.

     The controlling shareholders of AmBev, ECAP, Braco and the Zerrenner
Foundation together hold approximately 68.3% of AmBev's common shares. Such
controlling shareholders, together with Marcel Telles, a Co-Chairman of the
Board of Directors of AmBev, hold, in aggregate, approximately

                                      -16-
<Page>

73.8% of the voting common shares of AmBev. In addition, Marcel Telles, Jorge
Paulo Lemann and Carlos Alberto Sicupira, who are directors of AmBev,
collectively own approximately 84.6% of the voting capital of Braco, which, in
turn, owns approximately 99.7% of the voting shares of ECAP. Braco and ECAP
together hold approximately 45.6% of the voting common shares of AmBev. Thus,
these three directors of AmBev have significant influence over AmBev, although
several types of matters must be decided in accordance with the AmBev
shareholders' agreement. See "Item 7--Major Shareholders and Related Party
Transactions--Major Shareholders--AmBev Shareholders' Agreement", for a
description of these matters.

     The controlling shareholders and Marcel Telles are able to elect the
majority of the members of the Board of Directors of AmBev and generally
determine the outcome of other actions requiring the approval of AmBev's
shareholders. Under Brazilian law, the protections afforded to non-controlling
security holders and the fiduciary duties of directors may, in some respects, be
less comprehensive than in the United States or other jurisdictions.

     AmBev SHAREHOLDERS MAY NOT RECEIVE ANY DIVIDENDS.

     According to its by-laws, AmBev must generally pay its shareholders 27.5%
of its annual net income, as determined and adjusted under accounting principles
set forth under Brazilian Corporate Law (adjusted income). The main source for
these dividends are the dividends that AmBev receives from its operating
subsidiaries, principally CBB. Adjusted income may be capitalized, used to
absorb losses or otherwise appropriated as allowed under Brazilian Corporate
Law; therefore, adjusted income may no longer be available to be paid as
dividends. AmBev might not pay dividends to its shareholders in any particular
fiscal year, upon the determination of the Board of Directors that such
distributions would be inadvisable in view of AmBev's financial condition. While
the law does not establish the circumstances rendering the payment of dividends
inadvisable, it is generally agreed that a company need not pay dividends if
such payment threatens the existence of the company as a going concern or harms
its normal course of operations.

     It is therefore possible that shareholders of AmBev will not receive
dividends in any particular fiscal year. Any dividends not distributed would be
allocated to a special reserve account for future payment to shareholders,
unless it is used to offset subsequent losses.

     CONTROLS AND RESTRICTIONS ON FOREIGN CURRENCY REMITTANCE COULD HARM THE
ABILITY OF AmBev TO TRANSFER DIVIDEND PAYMENTS TO OFF-SHORE INVESTORS.

     Brazilian law provides that whenever there is a serious imbalance in
Brazil's balance of payments or reasons to foresee a serious imbalance, the
Brazilian government may impose temporary restrictions on the remittance to
foreign investors of the proceeds of their investments in Brazil. For example,
for approximately six months in 1989 and early 1990 the Brazilian government
froze all dividend and capital repatriations that were owed to foreign equity
investors and held by the Central Bank in order to conserve Brazil's foreign
currency reserves. These amounts were subsequently released in accordance with
Brazilian government directives. Similar measures could be taken by the
Brazilian government in the future.

     As a result, the Brazilian government may in the future restrict companies
such as AmBev from paying amounts denominated in foreign currencies (such as
dividends) or require that any such payments be made in Brazilian reais. The
likelihood that the Brazilian government would impose such restrictions may be
affected by the extent of Brazil's foreign currency reserves, the availability
of foreign currency in the foreign exchange markets on the date a payment is
due, the size of Brazil's debt service burden relative to the economy as a
whole, Brazil's policy toward the International Monetary Fund and other

                                      -17-
<Page>

factors. We cannot assure you that the Central Bank will not modify its policies
or that the Brazilian government will not institute restrictions or delays on
payments of external dividends. For more information regarding exchange controls
see "--Exchange Controls".

     IF YOU EXCHANGE THE AmBev ADSs FOR AmBev SHARES, YOU RISK LOSING SOME
FOREIGN CURRENCY REMITTANCE AND BRAZILIAN TAX ADVANTAGES.

     The AmBev ADSs benefit from the certificate of foreign capital registration
of The Bank of New York (as depositary) in Brazil, which permits The Bank of New
York to convert dividends and other distributions with respect to the AmBev
shares into foreign currency and remit the proceeds abroad. If you exchange your
AmBev ADSs for AmBev shares, you will be entitled to rely on The Bank of New
York's certificate of foreign capital registration for only five business days
from the date of exchange. After this five-day period, you will not be able to
remit abroad non-Brazilian currency unless you obtain your own certificate of
foreign capital registration or you qualify under Brazilian foreign investment
regulations that entitle some investors to buy and sell shares on Brazilian
stock exchanges without obtaining separate certificates of registration. If you
do not qualify under the foreign investment regulations you will generally be
subject to less favorable tax treatment of dividends and distributions on, and
the proceeds from any sale of, the AmBev shares. For a more complete description
of Brazilian restrictions on foreign investments and the foreign investment
regulations, see "Item 10--Additional Information--Memorandum and Articles of
Association--Restrictions on Foreign Investment" and "--Exchange Controls". For
a more complete description of Brazilian tax regulations, see "Item
10--Additional Information--Taxation--Brazilian Tax Considerations".

     THE AmBev ADSs HAVE FEWER AND LESS WELL DEFINED SHAREHOLDERS' RIGHTS AS
COMPARED TO SHAREHOLDERS' RIGHTS OF SIMILAR U.S. COMPANIES.

     AmBev's corporate affairs are governed by AmBev's by-laws and Brazilian
Corporate Law, which may differ from the legal principles that would apply to
AmBev if the company were incorporated in a jurisdiction in the United States,
such as Delaware or New York, or in other jurisdictions outside of Brazil. In
addition, your rights or the rights of holders of the AmBev shares and ADS's
under Brazilian Corporate Law to protect your interests relative to actions
taken by AmBev's Board of Directors or controlling shareholders may be fewer and
less well-defined than under the laws of those other jurisdictions outside of
Brazil.

     Although Brazilian law imposes restrictions on insider trading and price
manipulation, the Brazilian securities markets are not as highly regulated and
supervised as the U.S. securities markets or markets in other jurisdictions. In
addition, rules and policies against self-dealing and regarding the preservation
of shareholder interests may be less well defined and enforced in Brazil than in
the United States, potentially disadvantaging holders of the AmBev shares and
ADSs. Corporate disclosures may be less complete or informative than what may be
expected of a U.S. public company.

     SOME ENTITLEMENTS ARE NOT AVAILABLE TO U.S. HOLDERS OF AmBev SHARES AND
ADSs.

     Due to various Brazilian and United States laws and regulations, United
States holders of AmBev shares or ADSs may not be entitled to all of the rights
possessed by Brazilian holders of AmBev shares. For instance, U.S. holders of
AmBev shares may not be able to exercise any preemptive or preferential rights
relating to their shares unless a registration statement under the Securities
Act is effective with respect to such rights or an exemption from the
registration requirements thereunder is available.

                                      -18-
<Page>

Item 4.        Information on the Company

                      BRAZILIAN BEVERAGE INDUSTRY OVERVIEW

     Brazil accounts for nearly half of the population and geographical area
of South America, with a population of approximately 175 million in 2001 and
approximately 3.3 million square miles of territory (almost the size of the
United States). According to the INSTITUTO BRASILEIRO DE GEOGRAFIA E ESTATISTICA
(IBGE), the Brazilian government institute of geography and economy, the
Brazilian economy grew 1.5% in 2001. The Brazilian beer market is the fourth
largest in the world and the largest in Latin America, with 84.5 million
hectoliters of beer consumed in 2001, according to Sindicerv. The Brazilian soft
drink market, with 115 million hectoliters sold in 2001, is the third largest in
the world according to the BRAZILIAN SOFT DRINK PRODUCERS ASSOCIATION (ABIR).
According to the IBGE, the Brazilian market has a large and youthful consumer
base, with 42% of the population under the age of 20.

ECONOMIC ENVIRONMENT

     The economic environment in Brazil has and will continue to have a
significant effect on the profitability of Brazilian beverage producers. The
Brazilian economy experienced rapid growth immediately following the
introduction of the Real Plan in July 1994, particularly in the consumer sector.
The Real Plan succeeded in lowering inflation and stimulating growth. GDP grew
in constant terms by 3.3% in 1997. However, by late 1998, the Brazilian economy
entered into a downturn, which was exacerbated by a significant currency
devaluation in January 1999. GDP grew at a rate of only 0.2% and 0.8% in 1998
and 1999, respectively. The economic slowdown and the following recession
resulted in generally flat demand in the Brazilian beverage industry from 1996
through 1999. The recovery of the economy, beginning in late 1999, resulted in
renewed consumer confidence. In 2000, GDP grew by 4.5%, while the Brazilian
beverage industry grew by approximately 3.2%, according to Sindicerv. In 2001,
due to an adverse macroeconomic environment, affected by energy rationing and a
sharp currency devaluation due to investors' concerns that the Argentine crisis
would spill over into Brazil, as well as the terrorist attacks in the United
States, the Brazilian economy grew by only 1.5%, according to the Central Bank.
The Brazilian beer market increased 2.3% according to Sindicerv. As the rate of
Brazilian GDP growth declined throughout the year (starting at a 4.33% growth in
the first quarter and ending with a 0.67% decline) our volumes followed the same
trend. In the first quarter, volumes increased 6.3% excluding the Bavaria Brand
which was sold to Molson, and in the last quarter of 2001, volumes registered a
decline of 4.4%.

                                      -19-
<Page>

THE BRAZILIAN BEER MARKET

     FOURTH LARGEST MARKET IN THE WORLD.

     Brazil is the largest beer market in Latin America. The following table
shows the ranking of beer consumption per country in selected markets in 2001:

<Table>
<Caption>
     COUNTRY                                    ANNUAL CONSUMPTION
     -------------                           -------------------------
                                             (MILLIONS OF HECTOLITERS)
     <S>                                                <C>
     United States........................              238
     China................................              193
     Germany..............................              101
     Brazil...............................               85
     Japan................................               76
     Mexico...............................               51
     Russia...............................               49
     Venezuela............................               19
     Colombia.............................               19
</Table>

----------
SOURCE:   Euromonitor International, Inc. "World Market for Beer Report,
          2002"/Sindicerv

     LOW PER CAPITA BEER CONSUMPTION.

     Beer is the second most popular drink category in Brazil after soft drinks
(Sindicerv). Per capita beer consumption in Brazil is relatively low compared to
many other large markets. It has been relatively stable since 1995 despite
declines in real wages. Per capita consumption of beer in Brazil was
approximately 47 liters per annum in 2001, and ranks 29th according to
Euromonitor. The following table sets forth the world ranking in terms of per
capita beer consumption rate in selected countries in 2001:

<Table>
<Caption>
     COUNTRY                                 LITERS PER PERSON / YEAR
     -------------                           ------------------------
     <S>                                               <C>
     Germany..............................             123
     United States........................              86
     Venezuela............................              79
     Spain................................              78
     Mexico...............................              50
     Brazil...............................              47
     Russia...............................              34
</Table>

----------
SOURCE:   Euromonitor International, Inc. "World Market for Beer Report, 2002"

     STRONG REGIONAL DIFFERENCES.

     The Brazilian beer market is characterized by diverse regional consumption
patterns. As of December 2001, in midwestern Brazil, our SKOL and ANTARCTICA
brands command nearly 56.2% and 12.3% of the market, respectively, while this
pattern is reversed in the northeast region, with SKOL at 17.1% and ANTARCTICA
at 27.2%, according to Nielsen.

     PREVALENCE OF RETURNABLE PACKAGING.

     The Brazilian beer market is characterized by a high proportion of
on-premise consumption (restaurants and bars) relative to off-premise
consumption (at home). According to Nielsen, approximately 70% of beer sales in
2001 were sold on-premise in bars, restaurants and small retail establishments,
and the remaining 30% of sales were made in supermarkets. Because on-premise
beer sales are typically delivered in returnable bottles (which, according to
Nielsen, represented approximately

                                      -20-
<Page>

67.5% of beer packaging in 2001), the capital expenditures and the commitments
necessary to develop an efficient bottling operation remain a significant
barrier to entry in the Brazilian beverage industry. However, as is the case in
more developed beverage markets, non-returnable packaging in the Brazilian
market has grown significantly in recent years and may continue to rise.

     PRICING.

     Wholesale and retail prices of beer have not been regulated in Brazil since
July 1990, when formal governmental price controls were lifted. Beer sales
volumes are heavily influenced by pricing. Key factors used in determining
retail prices for beer include brand preference, national and/or local price
promotions offered by manufacturers, whether consumption takes place on or
off-premise, the type of product, whether the container is returnable or
non-returnable, the desired profit margins and the geographical location of the
retailer.

     The following table shows our estimate of the breakdown of the average
retail price of beer paid by Brazilian consumers for our products in 2001:

<Table>
<S>                                            <C>
Manufacturers................................   30%
Distributors.................................   11%
Retailers....................................   31%
Taxes........................................   28%
                                               ---
   Total....................................   100%
                                               ===
</Table>

----------
SOURCE:   Company Estimates

     TAXATION.

     Brazilian beverage producers operate in a relatively unfavorable tax
environment, which results in higher beverage prices to consumers. In 2001, the
average excise and value-added taxes (IPI and ICMS) applicable to sales of beer
paid by beer producers, distributors and retailers in Brazil equaled
approximately 146% of net sales, according to Sindicerv. Taking into account
1998 values, this compares unfavorably to sales taxes applicable to producers,
distributors and retailers of 53% of net sales in Venezuela, 55% of net sales in
the United States and 76% of net sales in Argentina, based on information
published by Sindicerv.

     Brazilian taxes on beer products include:

     -    a federally imposed excise tax on industrialized products (IPI), which
          is a fixed amount based on units sold, and varies depending on size
          and packaging and which can be adjusted for increases and decreases in
          the consumer price;

     -    a state value-added tax (ICMS), which is a fixed amount based on units
          sold (in most states), and varies depending on size and packaging and
          which can be adjusted for increases and decreases in the consumer
          price. The ICMS has two components, the direct and the substitute
          ICMS, related to the distributor and retailer;

     -    a federally imposed tax on revenues (COFINS) at a rate of 3% of a
          company's gross sales plus direct ICMS; and

     -    a federally imposed tax on revenues (PIS) at a rate of 0.65% of a
          company's total gross sales.

                                      -21-
<Page>

     To partially mitigate these high tax rates, many states in Brazil offer
attractive sales tax deferral programs to attract investments to their regions.
See "Item 5--Operating and Financial Review and Prospects and Liquidity and
Capital Resources--Sales tax deferrals and other tax credits" and "Item 3--Key
Information--Risk Factors--The pending tax reform in Brazil may increase our tax
burden."

     SEASONALITY.

     Sales of beer in Brazil and AmBev's other principal markets are highly
seasonal, with substantially greater sales in the early summer. The following
table sets forth the quarterly sales for the years indicated:

<Table>
<Caption>
                                          YEAR ENDED DECEMBER 31,
                                       -------------------------------
                                       2001    2000(1)   1999(2)  1998
                                       ----    -------   -------  ----
                                          (MILLIONS OF HECTOLITERS)
<S>                                    <C>      <C>       <C>     <C>
First quarter......................    15.2     14.3      10.0     9.7
Second quarter.....................    13.1     13.0       8.7     9.1
Third quarter......................    13.3     13.7       9.4     9.3
Fourth quarter.....................    17.4     18.2      12.4    11.7
Total..............................    59.0     59.2      40.6    39.8
</Table>

----------
AMOUNTS MAY NOT ADD DUE TO ROUNDING.

(1)  Includes Antarctica sales and excludes sales of Bavaria.

(2)  Sales of Brahma only.

     Our year-end at December 31 falls in the middle of the Brazilian and South
American summer. As a result of increased consumer demand at year-end, our
working capital at this time is seasonally inflated. Certain key global
competitors with operations predominantly within the Northern hemisphere, also
have December year-ends, and, at that time, typically experience below annual
average consumption patterns.

THE BRAZILIAN SOFT DRINK MARKET

     THIRD LARGEST MARKET IN THE WORLD.

     Brazil's soft drink market is currently the second largest in Latin America
and the third largest in the world in terms of sales volume, with approximately
115 million hectoliters sold in 2001, according to ABIR. The following table
shows estimated soft drink consumption in selected countries in 2000:

<Table>
<Caption>
COUNTRY                                   ANNUAL CONSUMPTION         ANNUAL CONSUMPTION
-------------                          -------------------------  -------------------------
                                       (MILLIONS OF HECTOLITERS)  (MILLIONS OF 8 OZ. CASES)
<S>                                               <C>                     <C>
United States......................               576                     10,146
Mexico.............................               153                      2,696
Brazil.............................               110                      1,941
China..............................                71                      1,256
Germany............................                69                      1,223
Great Britain......................                48                        844
</Table>

----------
SOURCE:   PepsiCo

     SOFT DRINK CONSUMPTION.

     Brazilian soft drink consumption has grown at an annual compounded rate of
13.3% per year from 1993 to 2001, according to Nielsen, substantially faster
than the average annual gross domestic

                                      -22-
<Page>

product growth of 3% over the same period. Although per capita consumption has
been growing rapidly since the introduction of the real in 1994, rising from
26.6 liters in 1993 to 68 liters in 2001, according to ABIR, Brazil continues to
have a relatively low per capita soft drink consumption rate as compared to
other countries. The following table sets forth the estimated per capita
consumption rate in selected countries in 2000:

<Table>
<Caption>
     COUNTRY                                                       LITERS
     --------
     <S>                                                            <C>
     United States............................................      209
     Mexico...................................................      152
     Great Britain............................................       93
     Germany..................................................       85
     Brazil...................................................       66
     China....................................................        6
</Table>

----------
SOURCE:  PepsiCo

     The Brazilian soft drink market consists mainly of carbonated colas,
guaranas and other flavors, principally conventional fruit-flavored sodas and
tonic water. Guarana is a tropical berry-like fruit that grows in the Amazon
rainforest. Guarana extract is derived from guarana seeds and is used to make
several beverages, including the guarana soft drinks.

     The following table sets forth the percentage of total carbonated soft
drink sales volume by flavor in Brazil during the periods indicated:

<Table>
<Caption>
     TYPE                                        YEAR ENDED DECEMBER 31,
     -----                                     ----------------------------
                                               2001    2000    1999    1998
                                               ----    ----    ----    ----
     <S>                                       <C>     <C>     <C>     <C>
     Colas.................................    43.9%   42.8%   42.3%   41.9%
     Guaranas..............................    28.3%   28.1%   29.4%   29.8%
     Other.................................    27.8%   29.1%   28.3%   28.3%
</Table>

     ----------
     SOURCE: Nielsen

     According to Nielsen, in 2001 approximately 51.4% of Brazilian soft drink
sales were consumed on-premise (bars and restaurants), while 48.6% of
consumption was off-premise, through supermarket sales, with approximately 86.6%
of Brazilian soft drink sales in non-returnable plastic bottles and cans and the
remainder in returnable bottles.

     PRICING.

     There are no government-imposed price controls on the wholesale or
retail prices of soft drinks in Brazil. Prior to July 1990, however, prices
for soft drinks were subject to formal governmental price controls. As in the
case of beer, soft drink sales volume is heavily influenced by pricing. This
is illustrated by the sharp rise in market share of some 600 "B-brand"
producers (known as tubainas), whose products are priced at deep discounts to
the premium brands. The B-brand producers have been able to discount their
brands in part due to low distribution costs resulting from use of non-
returnable PET packaging. In 1993, approximately 12% of soft drink sales were
in non-returnable packaging versus 86.6% in 2001. In addition, as has been
widely publicized in the Brazilian press, the B-brand producers have been
able to sell their products at lower prices as a result of their failure to
fully pay their taxes. The B-brands had approximately 13% market share in
1993, which grew rapidly to up to 30% market share in 1997, according to
Nielsen. Since then it has remained approximately stable at 32%.

                                      -23-
<Page>

     TAXATION.

     As in the case of beer, sales of soft drinks in Brazil are subject to a
high level of taxation, which results in substantially higher prices to
consumers. The overall level of taxation in soft drinks is similar to beer,
however, cola flavors are subject to 100% higher IPI taxes than other flavored
soft drinks. The following table shows our estimate of the breakdown of the
average retail price of soft drinks paid by Brazilian consumers for our products
in 2001:

<Table>
     <S>                                                            <C>
     Manufacturers............................................       32%
     Distributors.............................................       10%
     Retailers................................................       37%
     Taxes                                                           21%
                                                                    ----
     Total....................................................      100%
</Table>

----------
SOURCE:  Company estimates

     In Brazil, soft drinks are subject to the same types of taxes that apply to
beer. See "--The Brazilian Beer Market--Taxation".

     SEASONALITY.

     As with beer, soft drink sales in Brazil and in AmBev's other principal
markets are seasonal, although seasonal variations in soft drink sales tend not
to be as strong as seasonal variations in beer sales. The following tables set
forth the quarterly sales for the years indicated in millions of hectoliters.

<Table>
<Caption>
                                                    YEAR ENDED DECEMBER 31,
                                             ------------------------------------
                                              2001     2000(1)    1999      1998
                                             ------    ------    ------    ------
                                                    (MILLIONS OF HECTOLITERS)
<S>                                            <C>       <C>        <C>      <C>
First quarter..............................     4.7       4.1       2.5       3.6
Second quarter.............................     4.0       3.7       1.8       3.8
Third quarter..............................     4.4       3.9       1.8       4.0
Fourth quarter.............................     5.4       5.3       2.4       4.7
                                             ------    ------    ------    ------
Total......................................    18.5      17.1       8.5      16.2
                                             ======    ======    ======    ======
</Table>

----------
(1)  Includes Antarctica sales.

THE BRAZILIAN NON-ALCOHOLIC AND NON-CARBONATED (NANC) MARKET

     NANC CONSUMPTION.

     Brazilian NANC consumption has grown at an annual compounded rate of 8% per
year from 1997 to 2001, according to Nielsen, substantially faster than the
average annual gross domestic product growth of 2.8% over the same period. Per
capita consumption has been growing rapidly in recent years, rising from 17.6
liters in 1997 to 22.2 liters in 2001, according to Nielsen.

     The Brazilian NANC market consists mainly of: powdered juice, bottled
water, concentrate juice, ready-to-drink (RTD) juice, iced tea and isotonic
sport drinks.

                                      -24-
<Page>

     The following table sets forth the estimated consumption, by category, in
Brazil during the periods indicated:

<Table>
<Caption>
                                                 YEAR ENDED DECEMBER 31,
                                       ------------------------------------------
                                        2001     2000     1999     1998     1997
                                       ------   ------   ------   ------   ------
                                               (MILLIONS OF HECTOLITERS)
     <S>                                 <C>      <C>      <C>      <C>      <C>
     Powdered Juice..................    18.8     17.0     16.5     14.9     12.9
     Bottled Water...................    11.1     10.0      9.6      7.4      7.4
     Concentrated Juice..............     5.8      5.7      5.5      6.5      6.3
     RTD Juice.......................     1.2      0.8      0.7      0.7      0.6
     RTD Tea.........................     0.4      0.4      0.3      0.2      0.2
     Isotonic Sport Drinks...........     0.3      0.3      0.4      0.4      0.4
     Total...........................  ------   ------   ------   ------   ------
                                         37.6     34.2     33.0     30.1     27.8
                                       ======   ======   ======   ======   ======
</Table>

     ----------
     SOURCE:  AC Nielsen

     The following table shows the estimated evolution of per capita
consumption, by NANC category, in Brazil:

<Table>
<Caption>
                                                 YEAR ENDED DECEMBER 31,
                                       ------------------------------------------
                                        2001     2000     1999     1998     1997
                                       ------   ------   ------   ------   ------
                                                        (LITERS)
     <S>                                 <C>      <C>      <C>      <C>      <C>
     Powdered Juice..................    11.1     10.0      9.9      9.2      8.2
     Bottled Water...................     6.6      5.9      5.8      4.6      4.7
     Concentrated Juice..............     3.4      3.3      3.3      4.0      4.0
     RTD Juice.......................     0.7      0.5      0.4      0.4      0.4
     RTD Tea.........................     0.2      0.2      0.2      0.1      0.1
     Isotonic Sport Drinks...........     0.2      0.2      0.2      0.3      0.2
     Total...........................  ------   ------   ------   ------   ------
                                         22.2     20.1     19.8     18.6     17.6
                                       ======   ======   ======   ======   ======
</Table>

     ----------
     SOURCE: AC Nielsen

     SEASONALITY.

     As with beer and soft drink sales in Brazil, NANC sales are seasonal. The
patterns of seasonality for NANC is similar to that of beer, which, in turn, is
stronger than soft drinks' seasonality. The following tables set forth our
quarterly sales volumes for the years indicted in thousands of hectoliters.

<Table>
<Caption>
                                              YEAR ENDED DECEMBER 31,
                                      2001       2000       1999       1998
                                     ------     ------     ------     -------
                                             (THOUSANDS OF HECTOLITERS)
<S>                                     <C>        <C>        <C>         <C>
First quarter.....................      225        140        152         109
Second quarter....................      159        111         85          79
Third quarter.....................      187        114        111         106
Fourth quarter....................      271        194        138         150
                                     ------     ------     ------     -------
Total.............................      842        560        484         444
                                     ======     ======     ======     =======
</Table>

----------
SOURCE:  Company

                                      -25-
<Page>

                             AMBEV BUSINESS OVERVIEW

OVERVIEW

     We are the largest brewery in Latin America in terms of net sales and
the sixth largest beer producer worldwide. We produce, distribute and sell
beer, soft drinks and other beverage products primarily in Brazil, but also
in Argentina, Chile, Venezuela, Uruguay and Paraguay. We are also the second
largest Latin American soft drink producer and sole distributor of Pepsi
beverage products in Brazil. The balance of our business is comprised
primarily of sales of other beverage products, including water, isotonic
sport drinks and iced tea.

     In December 2001, we accounted for 68.6% of the Brazilian beer market,
according to Nielsen, with 59.0 million hectoliters of beer sold in 2001. Our
SKOL, BRAHMA and ANTARCTICA brands were among the 15 most-consumed beer brands
in the world in 2000, according to Impact International. Our aggregate beer and
soft drink production capacity is 128.6 million hectoliters per year. In 2001,
we utilized 69.5% of our beer and 47.6% of our soft drink capacity due to the
strong seasonality of our business. Our total annual beer production capacity is
89.8 million hectoliters, of which 84.1 million hectoliters is in Brazil, 2.5
million hectoliters is in Argentina, 2.2 million hectoliters is in Venezuela,
0.7 million hectoliters is in Uruguay and approximately 0.3 million hectoliters
in Paraguay. Our total soft drink production capacity is 38.8 million
hectoliters, which includes the production of proprietary and PEPSI soft drinks.
For the year ended December 31, 2001, net sales from our beer operations were
R$5,238.9 million, accounting for 80.3% of our consolidated net sales. The
following table sets forth the most recent Brazilian and global rankings based
on sales volumes of our leading brands:

<Table>
<Caption>
                                    2001                  2001                 2000
---------                     ------------------   -------------------   ----------------
BRAND                          HECTOLITERS SOLD     BRAZILIAN RANKING     GLOBAL RANKING
---------                     ------------------   -------------------   ----------------
<S>                             <C>                       <C>                <C>
SKOL.......................     28.8 million hl           1st                 3rd
BRAHMA CHOPP...............     19.5 million hl           2nd                 8th
ANTARCTICA.................     10.2 million hl           3rd                15th
</Table>

----------
SOURCE:  Nielsen

     In December 2001, we had a 17.4% market share of the Brazilian soft drink
market, according to Nielsen. Our principal soft drink brands include our
proprietary brands GUARANA ANTARCTICA and SUKITA, which together accounted for
54.5% of our soft drink sales volume in 2001. In addition, through our strategic
alliance with PepsiCo, we are its sole bottler in Brazil and produce and
distribute some of Pepsi beverage products, which accounted for 24.7% of our
soft drink sales volumes in 2001. In total, we sold 18.5 million hectoliters of
soft drink in 2001. For the year ended December 31, 2001, net sales from soft
drink operations were R$967.0 million, accounting for 14.8% of our consolidated
net sales.

     The remainder of our consolidated net sales is composed primarily of the
sale of by-products, but also includes sales of non-carbonated beverages
including the proprietary isotonic sport drink Marathon, Fratelli Vita brand
water and Lipton iced tea, produced under an exclusive licensing arrangement
with Unilever Brazil Ltda. Other net sales as of December 31, 2001 totaled
R$319.6 million, or 4.9% of our consolidated net sales. As of January 2002,
we also initiated production and distribution of the GATORADE brand under an
exclusive agreement with PepsiCo.

                                      -26-
<Page>

     We have an extensive distribution network for the sale and distribution of
our products, including a network of nearly 550 independent third-party
distributors accounting for 71.0% of our sales for the year ended December 31,
2001, as well as a broad-based direct distribution system accounting for 29.0%
of our sales volume for the same period. These distribution systems, in
aggregate, service over one million points of sale in Brazil.

OUR PRODUCTS AND BRANDS

     We produce beer, soft drinks and other beverage products, including
isotonic sport drinks, iced tea and water. For the year ended December 31, 2001,
approximately 80.3% of our net sales consisted of beer sales and approximately
14.8% consisted of soft drink sales.

     The following table sets forth our aggregate sales volumes of beer, soft
drinks and NANC during the periods indicated:

<Table>
<Caption>
                                          YEAR ENDED DECEMBER 31,
                                       ----------------------------
                                        2001       2000       1999
                                       ------     ------     ------
                                         (MILLIONS OF HECTOLITERS)
  <S>                                    <C>        <C>        <C>
  Beer (Brazil).....................     59.0       59.3(2)    40.6
  Beer (International)..............      3.3        2.9        2.5
  Soft Drinks.......................     18.4       17.2        8.5
  NANC(1)...........................      0.8        0.6        0.5
</Table>

----------
(1)  Component of the "Others" segment.
(2)  Includes Antarctica sales and excludes sales of Bavaria.

     The following table sets forth, as a percentage of total sales, our revenue
breakdown for beer, soft drinks and NANC during the periods indicated:

<Table>
<Caption>
                                          YEAR ENDED DECEMBER 31,
                                       ----------------------------
                                        2001       2000       1999
                                       ------     ------     ------
                                             (% OF REVENUES)
  <S>                                    <C>        <C>        <C>
  Beer (Brazil).....................     73.9       77.0(2)    77.9
  Beer (International)..............      6.4        4.6        6.9
  Soft Drinks.......................     14.8       16.2       11.8
  NANC(1)...........................      1.0        1.2        0.8
  Other.............................      3.9        1.0        2.6
</Table>

----------
(1)  Component of the "Others" segment.
(2)  Includes Antarctica sales and excludes sales of Bavaria.

     Our beer is sold in all 26 states in Brazil and the Federal District of
Brazil. Our operations are divided into five geographic regions within Brazil.
We had a leading share of the beer market in each of these five regions in 2001,
according to Nielsen.

NET SALES PRODUCT TYPE AND GEOGRAPHIC REGION

     In 2001, we had beer net sales of R$5,238.9 million compared to R$4,288.1
million in 2000 and R$2,741.0 million in 1999. In 2001, we had net soft drink
sales of R$967.0 million compared to R$848.8 million in 2000 and R$393.9 million
in 1999. In 2001, we had total net sales of R$6,525.6 million compared to
R$5,250.3 million in 2000 and R$3,248.3 in 1999.

     Our total beverage installed capacity is around 128.6 million hectoliters,
of which 84.1 million hectoliters are installed in Brazilian Beer facilities,
38.8 million hectoliters are installed in Brazilian Soft Drink facilities and
the remaining 5.7 million hectoliters correspond to our total International Beer
installed facilities.

                                      -27-
<Page>

     BRAZILIAN BEER.

     Beer is our core business and the largest contributor to our net sales. For
the year ended December 31, 2001, beer sales accounted for 73.9% of our net
sales, totaling R$4,824.5 million in net sales and sales volumes of 59.0 million
hectoliters. We currently operate 11 beer and 14 mixed beer/soft drink plants in
Brazil with an aggregate annual installed beer production capacity of
approximately 84.1 million hectoliters. Our plants are located in all five
regions in Brazil.

     Our beer brands are divided into three beer brand portfolios: SKOL, BRAHMA
and ANTARCTICA. Each of these portfolios offers a variety of beers, including
pilsner, lager, dark and non-alcoholic beers. SKOL PILSEN, BRAHMA CHOPP and
ANTARCTICA PILSEN, which are all standard pilsen beers, are our core products
and the flagship products of their respective brand portfolios, representing
54.0%, 27.5% and 14.8%, respectively, of our total beer product mix by volume in
2001. According to Impact, in 2000 the SKOL, BRAHMA CHOPP and ANTARCTICA PILSEN
brands were the third, eighth and fifteenth most consumed brands of beer in the
world, respectively. Our beer products are distributed through our SKOL, BRAHMA
and ANTARCTICA third-party distribution networks, as well as through our own
direct distribution network. The remainder of our beer sales are attributable to
niche brands, all of which are also proprietary brands, with the exception of
MILLER and CARLSBERG (both brands accounted for 0.4% of sales volume in 2001),
which are produced under license from third parties. BOHEMIA for example, is the
leading premium brand in Brazil with a market share of 1.2% as of December 2001,
according to Nielsen. Development of this brand, which we recently relaunched,
constitutes a significant step to develop the super premium segment in Brazil.
This segment represented 5% of industry volumes in Brazil as of December 31,
2001, compared to 15% in Argentina and 25% in the United States, according to
Nielsen. The pilsen segment represented 92.3% of industry volumes in Brazil as
of December 31, 2001.

     The following table sets forth the market shares of our principal beer
brand portfolios by volume in Brazil during the periods indicated:

<Table>
<Caption>
BRAND                                        YEAR ENDED DECEMBER 31,
-----                                       ------------------------
                                              2001            2000
                                            --------        --------
<S>                                          <C>              <C>
SKOL PILSEN.............................     31.8%            30.2%
BRAHMA CHOPP............................     22.4%            22.6%
ANTARCTICA PILSEN.......................     14.4%            16.3%
</Table>

----------
SOURCE:  Nielsen

     Our Skol portfolio includes SKOL PILSEN, SKOL ICE and CARLSBERG, which are
pilsen beers, and SKOL BOCK and CARACU, which are dark beers.

     Our Brahma portfolio includes BRAHMA CHOPP and MILLER GENUINE DRAFT, which
are pilsen beers, BRAHMA BOCK and MALZBIER, which are dark beers, BRAHMA EXTRA a
strong-flavored pilsner beer, and BRAHMA LIGHT, a light beer.

     Our Antarctica portfolio includes ANTARCTICA PILSEN, BOHEMIA, ANTARCTICA
PILSEN EXTRA, POLAR PILSEN, POLAR EXPORT, SERRAMALTE, ORIGINAL, ANTARCTICA
PILSEN EXTRA CRISTAL and ANTARCTICA PILSENER CHOPP, which are pilsen beers,
ANTARCTICA MALZBIER, which is a dark beer, POLAR EXPORT, which is a lager beer,
and KRONENBIER, which is an alcohol-free beer.

                                      -28-
<Page>

     INTERNATIONAL BEER.

     Outside of Brazil, we have beer operations in Argentina, Venezuela,
Paraguay and Uruguay through our controlling interests in CCBA S.A., located in
Argentina, CA Cervecera Nacional (CACN), located in Venezuela, Cerveceria y
Malteria Paysandu S.A. (Cympay) and Compania Salus (Salus), both located in
Uruguay and CCBP, located in Paraguay. We have also entered into an agreement
with Quilmes Industrial S.A. (Quilmes), which have beer operations in Argentina,
Bolivia, Chile, Paraguay and Uruguay. Please see "--Joint Venture and Strategic
Alliances".

     In addition, we export a small portion of our beer products. Our principal
export beers are BRAHMA CHOPP and ANTARCTICA. Total exports represented less
than 1% of our total net sales in 2001. Our total beer sales outside of Brazil
accounted for 6.4% of our total net sales in 2001 compared to 4.6% in 2000.

     We began business in Argentina and Venezuela in 1994. Principal brands sold
in these countries are BRAHMA CHOPP, BRAHMA BOCK, BRAHMA MALTA, MALTA CARACAS,
CERVEZA NACIONAL and STOUT. During the third quarter of 2001, we launched BRAHMA
LIGHT in Venezuela to take advantage of the remarkable growth of this segment
that reached approximately 30% of the local beer market in one year. Also, we
implemented direct distribution in Venezuela's capital city of Caracas, thereby
significantly improving our point of sale coverage and execution.

     In July 2000, we formed a joint venture with Groupe Danone to purchase an
interest in Salus, an Uruguayan beer and mineral water producer that produces
PATRICIA NEGRA, PATRICIA GRAN CHOPP, MALTA SALUS, POMELO SALUS, NARANJA SALUS
and SIDRA SALUS for sale in Uruguay.

     In February 2001, we purchased 95.4% of Cympay, a Uruguay-based malt, beer
and water concern, for R$56.7 million. Cympay controls a malting facility with
an annual production capacity of 81,000 metric tons, as well as the NORTENA and
PRINZ beer brands. Cympay also controls a 78.4% stake of Fuente Matutina S.A.,
an Uruguayan company that produces mineral water. In addition to increasing our
international presence, the purchase of Cympay also increases our vertical
integration in malt, one of our most important raw materials in the production
of beer. We also operate Malteria Uruguay through our wholly owned Argentine
subsidiary, Malteria Pampa S.A.

     In July 2001, we acquired the operating assets of Cerveceria Internacional,
a Paraguay-based brewery, for R$32.9 million. The assets of Cerveceria
Internacional consist of a fully automated production line with an annual
capacity of 300,000 hectoliters. Production at this plant began in November
2001.

     In May 2002, we announced our intention to enter into a strategic alliance
with Quilmes. Please see "--Joint Ventures and Strategic Alliances".

     SOFT DRINKS.

     Sales of soft drinks represented approximately 14.8% of our net sales in
2001, totaling R$967.0 million in net sales and sales volumes of 18.5 million
hectoliters. Soft drink exports represented less than 1% of our net sales in
each of the last three fiscal years.

     We focus on a core soft drink portfolio that offers the following brands:
GUARANA ANTARCTICA, PEPSI and SUKITA orange soda. Our soft drinks are sold and
distributed through our beer distribution network, which serves on-premise
points of sale, as well as supermarkets. GUARANA ANTARCTICA is also sold in
major fast-food outlets such as McDonald's.

                                      -29-
<Page>

     The following table sets forth the market shares of our leading soft drink
brand (regular and diet), which compose our core portfolio by volume in Brazil
during the periods indicated:

<Table>
<Caption>
                                              YEAR ENDED DECEMBER 31,
                                            ---------------------------
BRAND                                        2001                 2000
-----                                       ------               ------
<S>                                          <C>                  <C>
Guarana Antarctica......................     8.0%                 7.7%
Pepsi...................................     4.3%                 3.9%
Sukita..................................     1.5%                 1.2%
Other brands............................     3.6%                 5.0%
</Table>

----------
SOURCE: Nielsen

     Our Antarctica portfolio includes GUARANA ANTARCTICA (regular and diet
version), SODA LIMONADA ANTARCTICA (regular and diet version), TONICA ANTARCTICA
(regular and diet version) and Club Soda Antarctica.

     Our Pepsi portfolio includes PEPSI COLA, PEPSI LIGHT, DIET TEEM and
SEVEN UP.

     Our Brahma portfolio includes SUKITA, SUKITA LIGHT, GUARANA BRAHMA (regular
and diet version), LIMAO BRAHMA and TONICA BRAHMA.

     NANC (NON-ALCOHOLIC AND NON-CARBONATED BEVERAGES).

     The NANC segment includes sales of mineral water, isotonic sport drinks and
iced tea, which we sell and distribute through our beer distribution networks.

     As of May 2001, we own 100% of the share capital of Pilocomayo
Participacoes S.A., which controls 100% of Fratelli Vita Bebidas Ltda. Fratelli
Vita produces and markets the FRATELLI VITA brand of mineral water and the
MARATHON brand of isotonic sport drinks. According to Nielsen, the Brazilian
water market was 11.1 million hectoliters in 2001 and we had a 1.0% share of
that market by volume.

     The isotonic beverage market is relatively new to Brazil, and the total
market was approximately 0.3 million hectoliters in 2001, according to Nielsen.
Our proprietary brand MARATHON is the second most popular brand in this market,
with a 17.9% market share by volume in 2001, according to Nielsen. In December
2001, we extended our franchise agreement with Pepsi and incorporated the
GATORADE brand into our portfolio. This agreement, which expires in 2017, is an
extension of AmBev's current agreement with PepsiCo, signed in 1997, to produce
and distribute Pepsi products in Brazil. This partnership reinforces AmBev's
strategic target to grow its non-alcoholic beverages business. As of January
2002, we began producing and distributing GATORADE to supermarkets, the leading
brand in this segment with a 75.8% market share.

     The Brazilian iced tea market was approximately 0.4 million hectoliters in
2001, according to Nielsen. We participate in the Brazilian iced tea market
through a joint venture with Unilever Brasil Ltda., under which we have the
exclusive right to sell LIPTON brand iced tea in Brazil. This brand is the
market leader in the iced tea segment, with an estimated market share of 45.4%
in 2001, according to Nielsen. Our principal competitor in this market is MATE
LEAO, with a market share of 37.5% in 2001, according to Nielsen.

                                      -30-
<Page>

     OTHER PRODUCTS AND MALT.

     Our sales of other products are composed mainly of sales of by-products
from beverage production and malt. Net sales of by-products contributed R$83.1
million in 2001, or approximately 1.3% of net sales. Net sales of malt amounted
to R$67.1 million in 2001, or approximately 1.0% of our net sales.

DISTRIBUTION AND SALES

     DISTRIBUTION.

     We maintain an extensive third-party and direct distribution system, which
has enhanced the penetration of our brands throughout Brazil. Control of a
strong distribution network is currently an advantage in the Brazilian
marketplace due to the large number of small points of sale and because the
prevalence of returnable bottles, especially in beer, which must be transported
both to and from the points of sale. The Brazilian beer market is characterized
by a high proportion of on-premise consumption. According to Nielsen,
approximately 70% of the beer sold in 2001 was consumed on-premise in bars,
restaurants and small retail establishments, with the remaining 30% of sales
from supermarkets. Because on-premise beer sales are typically delivered in
returnable bottles (which, according to Nielsen, represented approximately 67.5%
of beer packaging in 2001), the capital expenditures and the commitments
necessary to develop an efficient bottling operation constitutes a significant
barrier to entry in the Brazilian beverage industry. However, as is the case in
more developed beverage markets, non-returnable packaging in the Brazilian
market has grown significantly in recent years and may continue to rise.

     We currently maintain three separate distribution networks composed of
exclusive third party distributors and direct distribution. Combined, these
distribution networks reach over one million individual points of sale in
Brazil. We are currently in the process of introducing multiple-brand
distribution (in which one distributor distributes two or more of our brands),
while maintaining separate sales forces for each brand, which we believe is
necessary in order to maintain the proper incentive structures within our sales
forces. The consolidation of the three networks into a multi-brand system, both
in direct and third-party sales, is expected to give rise to significant cost
savings. At present, sales from multi-brand distributors, both direct and third
party, represent approximately 24% of consolidated sales.

     We utilize the "pre-sell" system as our principal method of sales in
Brazil. Under the pre-sell system, a separate sales staff obtains orders from
customers prior to the time of delivery by trucks. The pre-sell system enables
us to utilize our trucks more efficiently, since our route trucks can be loaded
with precisely the amount needed to fill our customers' orders, and it also
provides us with real-time information about the product and presentation needs
of our customers as our sales staff relays order information to our distribution
centers using hand-held computers. One of our major initiatives has been to
continuously improve our distribution network in order to increase the volume of
sales and deliveries per distributor, thus achieving economies of scale. In
connection with our on-going goal of increasing the efficiency of our
distribution networks, we developed an "Excellence Program" to evaluate, educate
and motivate our distributor partners. The Excellence Program allows us to
compare and contrast all third-party and direct distribution operations and is a
tool for standardizing the specific operating procedures needed to run an
efficient distribution operation and to maintain brand integrity. This program
was implemented in 1992 in the BRAHMA and SKOL distribution network and in 1999
in the ANTARCTICA distribution network. As part of our Excellence Program, we
have significantly reduced the number of distributors since 1994 and focused on
increasing the volume and the quality of service provided by these distributors.
We also intend to expand our direct distribution system in large urban areas,
thereby

                                      -31-
<Page>

incurring additional selling expenses as a result of, among other things,
expansion of our sales force and increased transportation costs. However, we
expect that this additional cost will be compensated for by additional revenue.

     Despite the growth of direct distribution, we believe that the continued
development of both our exclusive third party and direct distribution networks,
with continued separate sales forces, are fundamental to our success. We will
continue to invest in both the third party and direct systems, including the
exchange of best practices, to improve overall point of sale execution.

     THIRD-PARTY DISTRIBUTION NETWORK.

     Our third-party distribution network, currently the primary means of
distribution for our products in Brazil, distributed approximately 71.0% of our
volume for the year ended December 31, 2001. We have exclusive agreements with
nearly 550 independent distributors who collectively cover all 26 states in
Brazil and the Federal District. As we seek to improve efficiencies in our
distribution network, including economies of scale, we will seek to consolidate
our three distribution networks, while maintaining separate sales forces for
each of our three main brands.

     Our distribution agreements require the distributor to carry exclusively
our BRAHMA, SKOL and ANTARCTICA beer products, as well as our soft drink core
portfolio, and grant the distributor exclusive rights to sell such products
within a defined area. The distributors may distribute other products, provided
that such products are not produced by our competitors, unless we expressly
authorize it. Generally, these agreements have an initial term of between one
and five years and are renewable for an additional term after which the contract
may become open-ended. In addition, pursuant to our agreement with CADE, we are
required to share our distribution network with Molson Bavaria brand and Dado
Bier.

     The optimal number of distributors within an area is determined by
considering, among other things, market needs, number of points of sale,
geographic features and the availability of communications systems. Our sales
volume is not concentrated in any one distributor within any particular region.

                                      -32-
<Page>

     Our third-party distributors pay for our products either in cash at time of
delivery or through a credit arrangement. Credit terms are typically based on
the distance between the distributor and plant, with one extra day to make
payment for each 600 kilometers between the plant and the geographical region
covered by the distributor. Our current average credit terms with our
distributors is approximately one day. Credit is granted at prevailing market
rates. We have an administrative team dedicated to providing support to our
third-party distributors and improving the efficiency and reducing the costs of
our third-party distributors. Under our Excellence Program we continually seek
to optimize practices for cost reduction, sales effectiveness and customer
service. We have also developed several other innovative programs aimed at
improving our distribution network, such as educational programs at our in-house
training academy for our in-house and third-party distribution personnel, and
weekly sales force training through video satellite feeds containing market
updates and information on our current strategic initiatives.

     DIRECT DISTRIBUTION SYSTEM.

     In addition to our third-party distribution networks, we operate a direct
distribution system which distributes our products directly to points of sale,
including for both on-premise and off-premise consumption. Our direct
distribution system includes 45 direct distribution centers that together
delivered approximately 29.0% of our beverage products by volume for the year
ended December 31, 2001. We intend to continue expanding the number of brands
handled by our direct distribution system in larger urban areas and expect
direct sales to account for up to 50% of our sales by volume in the next several
years.

     SALES.

        POINTS OF SALE.

     Our Brazilian sales operations are divided into five geographic regions and
our products are sold in over one million points of sale throughout Brazil. We
sell our beverage products throughout Brazil to:

     -    retail establishments such as restaurants, bars and small- and
          medium-sized retail outlets, primarily for on-premise consumption; and

     -    supermarket chains for off-premise consumption.

     While over two-thirds of our beer sales are on-premise sales, approximately
half of our soft drink sales are on-premise.

        TERMS OF SALE.

     Most of our sales are on a cash basis. Direct sales to selected
customers, such as major supermarkets, fast-food restaurants, convenience
stores, some of our third-party distributors and other major customers may be
made on a credit basis, with terms of up to 21 days (the average term is of
six days). The terms and other credit conditions will often depend on
competitive factors and the strategic importance of the buyer.

        SALES FORCE.

     We maintain a separate sales force for each of our three beer brand
portfolios, whose responsibilities are divided by geographic region. These sales
forces monitor the performance of our products in several different ways,
including evaluation of sales by brand, presentation (packaging) and
distribution channel. When a given territory is handled by an exclusive,
third-party distributor, the

                                      -33-
<Page>

salesperson is an employee of the distributor. If the area is handled by our
direct distribution, the salesperson is our employee. Sales personnel are
offered various incentive packages designed to maximize volumes at given price
levels and to prevent cannibalizing sales from our other brands.

     Our own dedicated sales representatives, also organized along product
lines, are responsible for dealing with large clients such as supermarkets and
fast-food chains throughout Brazil, irrespective of who handles the brand in a
given area.

        PRICING.

     Since the Brazilian government deregulated beer prices in 1990, our pricing
has generally been based upon a reference price issued periodically by our
headquarters. The final selling price in each of our five market regions is
based on the reference price, and takes into account local taxes and competitive
pressures. Actual prices are reported daily through our information network, so
that the corporate staff is able to monitor discount levels and detect market
trends. When determining the reference price, we consider many factors, each of
which varies in importance from time to time. These factors include general
economic conditions, regional taxes, the success and profitability of our
various product presentations, the prices of its competitors, the effects of
inflation and the level of its costs. We work continuously with our point of
sale retailers to promote competitively optimal pricing. There is currently no
regulation of wholesale or retail beer or soft drink prices in Brazil.

     Sales of our products are not dependent upon any single customer. Our
largest customer accounted for less than 3% of our total net sales in 2001.

     ADVERTISING AND PROMOTIONAL ACTIVITY.

     We advertise and promote our products through television and other media
advertising campaigns, including billboards, and through the sponsorship of
recreational events. In addition, we engage in various point of sale promotions,
such as end-aisle displays and special contests, aimed at enhancing consumer
preference for our brands. In certain competitively key outlets, we provide our
point of sale establishments with branded furniture featuring our products'
logos and distinctive color schemes, and, where competitively appropriate,
promotional banners and posters advertising the pricing of our products at that
establishment. These programs allow us to gain visual dominance of particular
points of sale, strengthening our brand and encouraging customers to purchase
our products.

     On May 24, 2001, we signed an agreement with the Brazilian Soccer
Association, or CBF, for sponsorship of the Brazilian national soccer team. The
GUARANA ANTARCTICA brand logo is displayed on the Brazilian national soccer team
training shirt. According to the sponsorship agreement, we may also run other
promotions, use illustrated cans, points of sale merchandising materials and
advertising campaigns, which may be extended to all of our beverage portfolio.
We have chosen GUARANA ANTARCTICA as the soft drink brand to initiate our
sponsorship campaign. We will pay the CBF a minimum of U.S.$10 million annually
for 18 years. The amount payable by us may increase by up to double the minimum
amount based upon the performance of our proprietary soft drink market share.

     A key marketing initiative has been the introduction into the Brazilian
market of our custom-made coolers for use in points of sale focusing on
on-premise consumption, especially designed and built to chill beer at the
optimal temperature for consumption in Brazil. Before these coolers were
introduced to the points of sale, most beer in Brazil was presented to consumers
in refrigerators designed to chill soft drinks. Our special coolers, decorated
to maximize the visual impact of our BRAHMA, SKOL, ANTARCTICA and BOHEMIA
brands, chill our beer products to sub-zero (centigrade) temperatures and have
been shown to significantly increase volume sales at their locations. Our
coolers, however, depend on a

                                      -34-
<Page>

consistent supply of electric power and Brazilian authorities have announced
that they may be forced to reduce power supplies in the upcoming months due to
reduced hydroelectric generation caused by recent droughts. To the extent these
reductions affect our production of beer and soft drinks, as well as the
operation of our coolers and the ability of retailers generally to deliver our
products at the chilled temperatures our customers prefer, our sales could be
negatively affected. To date, we have installed approximately 77,000 special
coolers in key strategic locations. We plan to install another 43,000 in 2002 at
strategically located and competitively significant points of sale.

     We regularly conduct market surveys to monitor the image of our products
and the effectiveness of our marketing activities. Within the past few years we
initiated several marketing plans, which were designed to assist in making
commercial strategy decisions for each environment in which we compete. We also
use a telephone service, the "Consumer Service Center," which enables us to
listen to consumers' comments about our products and which receives
approximately 20,000 calls per month from consumers. Communication with
consumers is a major priority for us and has been improved by the creation of
websites for each of our principal beverage brands.

     PRODUCT PRESENTATIONS.

     The substantial majority of our beer sales are made in 600 milliliter
returnable glass bottles. In order to maximize sales and per capita consumption
of our products, we examine sales data on a regular basis in an effort to
develop a mix of product presentations to best satisfy our customers. The
following table sets forth the historical presentations for our beer products
(by volume):

<Table>
<Caption>
                                                             YEAR ENDED
PRESENTATION                                                DECEMBER 31
------------                                         ---------------------------
                                                      2001     2000(1)   1999(1)
                                                     ------   -------   --------
<S>                                                    <C>      <C>       <C>
Returnable glass bottles..........................     67%      70%       72%
Cans..............................................     27       25        23
Non-returnable glass bottles......................      3        4         4
Barrels (draft beer)..............................      2        2         1
</Table>

----------
(1)  Reflects combined Brahma and Antarctica data.

     Packaging in the Brazilian beer market has been characterized by the
predominance of returnable glass bottles. However, the cans segment grew after
1994 due to favorable foreign exchange rates, which made it cheaper to import
aluminum used for can production, as well as the decision by some supermarkets
to discontinue the sale of beer in returnable bottles. Aluminum can prices
increased as a result of the devaluation of the real in January 1999. Beverage
sales in cans are generally less profitable for us because of the lower margins
attributable to non-returnable packages. Cans are particularly popular with
supermarket vendors, primarily because they prefer not to allocate the
additional space necessary to store returnable bottles.

                                      -35-
<Page>

     The soft drink industry in Brazil moved rapidly to the less-profitable,
one-way plastic bottles and cans as opposed to returnable glass bottles during
the early 1990's. The following table sets forth the packaging presentation of
our soft drink products (by volume):

<Table>
<Caption>
                                                             YEAR ENDED
PRESENTATION                                                DECEMBER 31
------------                                         ---------------------------
                                                      2001     2000(1)   1999(1)
                                                     ------   -------   --------
<S>                                                    <C>      <C>       <C>
One-Way Plastic Bottles...........................     65%      63%       62%
Cans..............................................     24       23        19
Returnable Glass Bottles..........................      9       13        18
Post Mix..........................................      2        1         1
</Table>

----------
(1) Reflects combined Brahma and Antarctica data.

     EXPORT SALES.

     Total exports of beer represented less than 1% of our total net sales in
2001. Total exports of soft drinks represented less than 1% of our net sales in
2001. For more information regarding our beer and soft drink exports see "--Our
Products and Brands." We may explore opportunities to expand export sales of our
beer and soft drink products to other Latin American countries and outside Latin
America.

COMPETITION

     BEER.

     Beer manufacturers compete for market share through brand preference,
distribution, product availability, pricing, product packaging, consumer
promotions and service provided to retail outlets, including merchandising
equipment, maintenance of bottle inventories and frequency of visits.

     Until July 1999, when Brahma and Antarctica came under our common control,
the Brazilian beer market had three major producers: Brahma, which was the
market leader through its BRAHMA and SKOL brands, followed by Antarctica, owner
of the ANTARCTICA PILSEN and BAVARIA PILSEN brands (the latter of which we have
since sold to Molson Inc. pursuant to our performance agreement with CADE), and
Cervejarias Kaiser Brasil Ltda., or Kaiser, owner of the KAISER PILSEN brand
(which was sold to Molson in March 2002). In December 2001, AmBev, Kaiser (now
owned by Molson) and Molson accounted for approximately 85.1% of beer sales in
Brazil, according to Nielsen. We are the leading producer in the Brazilian beer
market, followed by Molson and Schincariol. The beer business in Brazil is
characterized by strong competition among these major producers, with each
engaging in intensive advertising and promotional campaigns, the introduction of
new brands and the development of more convenient forms of packaging.

                                      -36-
<Page>

     The following table sets forth the estimated market shares, based on sales
volume, of each major beer portfolio in Brazil for each of the periods
indicated:

<Table>
<Caption>
PORTFOLIO                                                                       YEAR ENDED DECEMBER 31,
-----------                                                          ---------------------------------------------
                                                                       2001         2000        1999        1998
                                                                     --------     --------    --------    --------
<S>                                                                     <C>          <C>         <C>         <C>
BRAHMA........................................................          22%          23%         22%         24%
SKOL..........................................................          32           30          27          24
ANTARCTICA....................................................          14           16          18          19
BAVARIA.......................................................           3            4           6           7
KAISER........................................................          14           14          15          16
SCHINCARIOL...................................................           9            9           8           7
Other.........................................................           6            4           5           4
</Table>

----------
SOURCE:  Nielsen

     Molson entered the Brazilian beer market in 2000 with the purchase of the
BAVARIA brand and related assets from us. See "The Combination and Brazilian
Antitrust Approval". The BAVARIA brand held approximately 4% of the Brazilian
beer market by volume in September 2001.

     Molson's recent purchase of Kaiser has made it our largest competitor.
Kaiser was a joint venture created in 1982 by Heineken N.V., the Coca-Cola
Company and 18 Brazilian Coca-Cola bottlers. Kaiser's product portfolio includes
KAISER PILSEN, KAISER BOCK, KAISER GOLD, SUMMER DRAFT and HEINEKEN. Generally,
Kaiser's prices are lower than ours in comparable market segments. With the
support of Heineken and Coca-Cola, Kaiser has been, and we expect will remain, a
significant competitor in our markets. Both brands represent 17.0% of the
Brazilian beer market. We expect the new entity to become a significant
competitor.

     Schincariol, which held approximately 9% of the Brazilian beer market by
volume in December 2001, is a discount beer produced by Cervejaria Schincariol
S.A. and is sold principally in the southeastern and northeastern region of
Brazil. Schincariol's products are generally priced at a 30% discount to our and
Molson's products. They plan to launch a new premium brand and increase
advertising to leverage its market share from its current 9%.

     The remaining 6% of the Brazilian beer market by volume for the year ended
December 31, 2001 was accounted for by small breweries and imported beers. Sales
of imported beer are not significant in Brazil, due to the high costs of
shipping beer to Brazil and an import tariff of 21.5% of the import price,
except for products from Mercosur countries, which are duty-free. We estimate
that imports accounted for less than 1% of total beer consumption by volume in
2001. However, several super-premium or global beer brands are being produced in
Brazil under license, including our MILLER and CARLSBERG brands and HEINEKEN
beer (produced by Molson). We estimate that in 2001 these beers produced under
license in Brazil accounted for approximately 0.4% of total beer sales by
volume.

     Our largest competitor in each of Argentina, Uruguay and Paraguay for the
year ended December 31, 2001, was Quilmes, which, based on our estimates, held a
majority of the beer market in each of those countries in 2001. In May 2002, we
announced our intention to enter into a strategic alliance with Quilmes. See
"--Joint Ventures and Strategic Alliances". Our largest competitor in the
Venezuelan market is Polar, which, based on our estimates, held a substantial
majority of the beer market in 2001.

                                      -37-
<Page>

     We distribute Miller under license in Brazil. The recent combination of
South African Breweries plc and Miller, announced in May 2002, may impact this
distribution agreement, although no discussions or agreement have taken place at
this time.

     SOFT DRINKS.

     As with beer, soft drink manufacturers compete for market share through
brand preference, distribution, product availability, pricing, product
packaging, consumer promotions, cooling equipment and service provided to retail
outlets, including merchandising equipment, maintenance of bottle inventories
and frequency of visits. In recent years, price discounting has been frequently
used as a means of increasing market share.

     Coca-Cola is the market leader in the soft drink market. In December
2001, Coca-Cola had a market share of approximately 51% of the Brazilian soft
drink market.

     Our core portfolio of soft drink brands (GUARANA ANTARCTICA, PEPSI and
SUKITA) had a combined market share of approximately 17% in December 2001,
according to Nielsen. The approximate remaining 32% of soft drink volume comes
from hundreds of small regional companies who position their products, called
tubainas, as low-price "B-brands," focusing on low-income consumers. The
tubainas have a significant presence in the flavor segment, such as guarana,
lemon, orange and grape. Although B-brands have become significant players in
the consolidated soft drink market, we believe that it will be difficult for
them to grow significantly beyond their current 32% market share, in part
because B-brands will find it increasingly difficult to avoid payment of taxes
if they increase in size. Improvements in tax collection will also put pressure
on these manufacturers to register accurately sales invoices. The following
table sets forth the estimated market shares, based on sales volume, of each
major brand portfolio of soft drinks in Brazil for each of the periods
indicated:

<Table>
<Caption>
PORTFOLIO                                                                       YEAR ENDED DECEMBER 31,
-----------                                                          -------------------------------------------
                                                                      2001         2000        1999        1998
                                                                     ------       ------      ------      ------
<S>                                                                   <C>           <C>         <C>         <C>
COCA-COLA.....................................................        51%           50%         48%         49%
ANTARCTICA....................................................        10            10          11          12
BRAHMA........................................................         3             4           5           7
PEPSI.........................................................         4             4           5           6
Other.........................................................        32            32          32          26
</Table>

----------
SOURCE:  Nielsen

     The Brazilian soft drink market has historically been divided into three
pricing tiers, with COCA-COLA and GUARANA Antarctica occupying the top
(highest-priced) tier due to significant brand preference. The second pricing
tier consisted principally of our PEPSI, SUKITA and SODA LIMONADA products and
Coca-Cola's SPRITE and FANTA products. The remaining soft drink brands and
products, the B-brand tubainas, occupy the third tier. Beginning in the first
half of 1999, some of Coca-Cola's Brazilian bottlers adopted a strategy of price
discounting which changed the prior pricing structure of the market, as
reflected in the table below, which shows the average prices for polyethylene
terephthalate, or PET of the most popular soft drinks sold in the Brazilian
market in December 2001:

                                       38
<Page>

<Table>
<Caption>
BRAND                                                          PRICE (R$/2 LITERS)
-------                                                      -----------------------
<S>                                                                   <C>
COCA-COLA..................................................           R$1.88
SODA LIMONADA ANTARCTICA...................................             1.76
GUARANA ANTARCTICA.........................................             1.72
FANTA LARANJA..............................................             1.68
SEVEN UP...................................................             1.58
SPRITE.....................................................             1.58
PEPSI......................................................             1.56
SUKITA.....................................................             1.52
GUARANA BRAHMA.............................................             1.30
</Table>

----------
SOURCE:  Nielsen

     Coca-Cola's price discounting in 1999 and early 2001 was partly a response
to the growth in market share of B-brands, which had risen from 13% in 1993 to
32.1% in 2001, according to Nielsen, driven largely by low prices (B-brands sell
at roughly half the price of premium brands), the use of large non-returnable
packaging such as two-liter PET bottles, and strong marketing efforts by
supermarkets. Despite the share growth of B-brands, premium brand volume sales
rose 10% between 1995 and 2001, according to Nielsen, due in part to improved
economic conditions in Brazil. Our strategy has been to protect our margins by
avoiding the kind of price discounting engaged in by Coca-Cola, and to promote
the use of returnable bottles, which generally are more profitable to
manufacturers.

JOINT VENTURES AND STRATEGIC ALLIANCES

     In 1997, we acquired Pepsi-Cola Engarrafadora Ltda. and PCE Bebidas Ltda.,
PepsiCo bottlers in southern and southeastern Brazil, and at the same time
acquired the exclusive rights to produce, sell and distribute Pepsi soft drink
products in northeastern Brazil. In 1999, we obtained the exclusive rights to
produce, sell and distribute Pepsi soft drink products throughout Brazil. On
October 9, 2000, following the combination, we entered into a new franchise
agreement with PepsiCo which terminated the Brahma franchise agreement and
granted us sole bottler and distributor rights for Pepsi soft drink products in
Brazil. In December 2001 we expanded our partnership with PepsiCo to include the
production, sale and distribution of GATORADE. This transaction is subject to
review from CADE. Our PepsiCo franchise agreement expires in 2017, and
thereafter, will be automatically renewed for additional ten-year terms absent
two years' prior notice by either party of its intent not to renew the contract
following the expiration of the initial or any subsequent term.

     In October 1999, we entered into a memorandum of understanding with PepsiCo
pursuant to which PepsiCo agreed to license or sell our leading soft drink
product, GUARANA ANTARCTICA, for bottling, sale and distribution by PepsiCo
outside of Brazil.

     Since April 2000, when CADE approved the controlling shareholders'
contribution, we have been working towards implementing the licensing or sale of
GUARANA ANTARCTICA with PepsiCo and negotiating the specific terms and
conditions of the licensing or sale of guarana concentrate or guarana soft
drinks. We have started to sell Guarana Antarctica in Portugal, Puerto Rico and
Spain through a franchising agreement with PepsiCo for the production (using our
concentrate) and distribution of GUARANA ANTARCTICA. This venture represents
less than 1% of our net sales. This agreement has similar terms and conditions
to those we have been using in licensing agreements for Pepsi portfolio brands.

     On November 30, 2000, we announced the formation of a joint venture with
Souza Cruz S.A. (a subsidiary of British American Tobacco p.l.c.) to manage the
purchase of indirect materials that are non-strategic to the production process,
and of services through a "B2B - Business to Business" portal

                                      -39-
<Page>

over the Internet. The purpose of this initiative is to create benefits for the
supply chain, choosing the best practices, optimizing processes, rationalizing
costs and promoting the access of all and any suppliers to the purchasing
companies, obtaining better competitive conditions and guaranteeing the
transparency of the transactions.

     As part of our compliance with our performance agreement with CADE, we
entered into a four-year agreement in September 2001 with Eduardo Bier Comercial
de Produtos Alimenticios, or Dado Bier, to distribute Dado Bier beer in Brazil.
We selected Dado Bier after conducting a public bidding process for the sharing
of our distribution network in accordance with performance agreement. Dado Bier
will pay a commission for using our distribution network.

     In May 2002, we announced a strategic alliance with Quilmes to integrate
our operations in Argentina, Bolivia, Paraguay and Uruguay. Quilmes is the
largest brewer in Argentina, Bolivia, Paraguay and Uruguay and has a 10% share
of the Chilean market with its brands QUILMES CRISTAL, PACENA, ANDES, NORTE,
HEINEKEN (under license), PILSEN, BECKER, BALTICA AND BAVIERA, among others. It
is also the main Pepsi bottler in Argentina (including GATORADE and TROPICANA)
and Uruguay. It also has an association with Nestle Perrier Vittel in Argentina
for the production and sale of the bottled water brands ECO DE LOS ANDES,
GLACIAR and NESTLE PUREZA Vital. We have agreed to distribute the Quilmes brands
in Brazil.

     We will contribute our beer producing assets in Argentina, Bolivia,
Paraguay and Uruguay to Quilmes in exchange for 26.4 million new Class B
shares to be issued by Quilmes. We will also, simultaneously, purchase 230.92
million Class A shares from Quilmes' controlling shareholders for U.S.$346.4
million (R$823.3 million, at the May 2, 2002 exchange rate). We will then
hold 36.09% of voting rights in Quilmes and 37.5% of Quilmes' economic
interest. However, pursuant to a shareholders agreement with Quilmes'
controlling shareholders, we will have the right, as long as our
participation in Quilmes does not fall below a certain threshold, to appoint
50% of the directors to the Quilmes board of directors, with the remaining
50% being appointed by Quilmes' controlling shareholders. Furthermore,
pursuant to certain voting arrangements with Quilmes' controlling
shareholders, we will have the right, with the same shareholder limitations,
to cast the same number of votes that Quilmes' controlling shareholders have
the right to cast at any Quilmes shareholders meeting, which effectively
gives us and Quilmes' controlling shareholders joint control of Quilmes. The
agreement allows the Quilmes controlling shareholders to exchange 373.52
million additional Quilmes Class A shares for AmBev shares in April of each
year beginning in April 2003 until April 2009. We also have the right to
elect the exchange of these shares for AmBev shares beginning in April 2009
and in April of each year thereafter. The strategic alliance with Quilmes is
subject to the pending approval from antitrust authorities in Argentina. We
expect that the combination of Quilmes' and our industrial assets in
Argentina, Bolivia, Paraguay and Uruguay will allow for important synergies
and cost savings. The combination of Quilmes' and our volumes is expected to
result in significant savings in the purchase of raw materials.

     Heineken, which has been Quilmes' partner in a joint venture since 1984,
decided to go to the arbitration tribunal of the International Chamber of
Commerce in Paris to block our strategic alliance with Quilmes, arguing that it
violates Heineken's right of first refusal to acquire the joint venture.
Heineken has also applied simultaneously to the court in Luxembourg, where
Quilmes is incorporated, for an interim injunction pending the award of the
arbitration tribunal.

                                      -40-
<Page>

OTHER ACQUISITIONS AND DISPOSITIONS

     SALUS.

     On October 6, 2000, AmBev and Danone Group acquired 57.3% of the shares of
Salus, the second largest brewer in Uruguay and the local mineral water market
leader. This acquisition was made through a joint venture, in which Danone Group
holds a 73.7% stake and AmBev holds the remaining 26.3%. Salus produces the
PATRICIA beer brand and holds a 20% market share in Uruguay. Salus has 42% of
the mineral water market in Uruguay.

     This acquisition involved two plants, one producing mineral water and
another producing beer. In 1999, Salus produced 190,000 hectoliters of beer and
850,000 hectoliters of mineral water.

     CYMPAY.

     On February 14, 2001 AmBev exercised its option to acquire 95.437% of the
total capital of Cerveceria y Malteria Paysandu S/A (Cympay). Shares were
purchased from the German group Oetker (Eufra Holding AG) for R$89.0 million,
including R$32.3 million in assumed debt. The rationale for this acquisition was
to increase AmBev's international presence in beer as well as to secure
additional malting capacity. AmBev now holds a 39.7% market share in Uruguay,
including the PATRICIA brand as well as the NORTENA and PRINZ brands acquired in
the purchase of Salus and Cympay, respectively. Additionally, Cympay increased
AmBev's vertical integration in malt, one of the most important raw materials in
beer production.

     Cympay operates in three business segments: beer, malt and mineral water.
These business segments represented approximately 26%, 69% and 5% of 2001 net
sales, respectively.

     PILCOMAYO.

     In May 2001, AmBev acquired, directly and indirectly (through Pati do
Alferes Participacoes S.A.) 50.0% of voting and capital stock of Pilcomayo,
increasing our interest in Pilcomayo to 100.0%, for R$30.5 million. The excess
purchase price over the fair value of net assets totaled R$50.8 million and was
allocated to intangible assets.

     PUBLIC OFFER FOR THE ACQUISITION OF SHARES OF ANTARCTICA POLAR.

     As of November 1, 2001, we had acquired outstanding minority interests in
Industria de Bebidas Antarctica Polar amounting to R$98.4 million through a
series of share repurchases that began in April 2001. These share repurchases
increased our ownership in Polar to 98.1% of the voting capital (97.4% of the
total capital).

     ACQUISITION OF INDUSTRIA DE BEBIDAS ANTARCTICA DO NORTE-NORDESTE ("IBANN").

     AmBev completed the merger of IBANN in November 2001. The amount paid to
the minority shareholders who exercised their appraisal rights was R$242.2
million, equivalent to 27.9% of total capital. AmBev has now fully merged IBANN
into the holding company, and the assets (including liabilities) were
subsequently transferred to CBB, a wholly owned subsidiary of AmBev.

                                      -41-
<Page>

     OTHER RECENT RESTRUCTURING TRANSACTIONS.

     In 1997 we acquired Pepsi-Cola Engarrafadora Ltda. and PCE Bebidas Ltda.,
PepsiCo bottlers in southern and southeastern Brazil and at the same time
acquired the exclusive rights to produce, sell and distribute PepsiCo soft drink
products in northeastern Brazil. In 1999, we obtained the exclusive rights to
produce, sell and distribute PepsiCo soft drink products throughout Brazil. See
"Item 4--Information about the Company--AmBev's Business Overview--Our Products
and Brands--Joint Ventures and Strategic Alliances". We have also made a number
of other smaller acquisitions in recent years.

     On June 11, 2001, CBB spun off its 99.9% interest in the voting and total
share capital of Eagle to AmBev against a R$1,530.8 million reduction in the
share capital of CBB without affecting the number of shares of CBB. The spin-off
sought to optimize income and other tax benefits within our legal restructuring
program. AmBev continued to own 100% of the voting and total share capital of
CBB immediately after the spin-off.

     On July 10, 2001 we acquired the assets of Cerveceria Internacional in
Paraguay for R$29.2 million consisting of one beer plant with an annual
installed capacity of 300,000 hectoliters, representing 15.7% of Paraguay's
annual beer consumption of 1.9 million hectoliters.

     On September 30, 2001, CBB issued 26,958,767 preferred shares to the
minority shareholders of Cervejaria Aguas Claras S.A., or Aguas Claras, in
exchange for 40.9% of the preferred shares and 3.0% of the total shares held in
Aguas Claras. The former minority shareholder of Aguas Claras and current
shareholder of CBB is a federal government regional development financing
agency, Fundo de Investimentos do Nordeste--FINOR, which had extended lines of
credit to Aguas Claras related to its investments in the Northeast region of
Brazil and currently owns 0.44% of CBB's preferred shares.

     On November 6, 2000, we entered into agreement providing for the sale of
Bavaria S.A. to Molson Inc. See "The Combination". Unless otherwise stated, the
historical operating and financial data of Antarctica and of AmBev includes the
operations of Bavaria through November 30, 2000. We entered into a six year
agreement with Molson to distribute BAVARIA. Molson's acquisition of Kaiser does
not directly affect the distribution agreement. However, Molson intends to
terminate the distribution agreement to enter into a distribution agreement with
the Coca-Cola Company. We are currently negotiating such termination.

     AmBev and Souza Cruz (BAT) signed a Memorandum of Understanding on November
30, 2000 regarding the formation of a joint venture to manage the acquisition of
services and indirect materials (items not directly used in the production
processes).

     Prior to Brahma's merger into Antarctica, we restructured the assets and
liabilities of certain subsidiaries. The principal components of the
restructuring were the transfer of substantially all the assets and liabilities
of CRBS S.A., PepsiCo Engarrafadora Ltda. and Cervejarias Reunidas Skol to
Brahma as of October 31, 2000.

     For further information on the acquisitions made during the year ended
December 31, 2001, please refer to note 7 to the financial statements.

                                      -42-
<Page>

PRODUCTION AND AVAILABILITY OF RAW MATERIALS

     BEER AND SOFT DRINK PRODUCTION.

     Beer production involves several raw material and production stages. The
main ingredient in beer is malt, which is produced by germinating and roasting
barley in a process called "malting." Malt is mixed with water, hops and corn
grits or rice in the proportions necessary to obtain the desired taste. The
resulting mixture is called wort. Wort is fermented with selected yeasts to
produce beer, which is then filtered and bottled. In addition to these natural
ingredients, delivery of the product to consumers requires packaging such as
bottles, labels, crown caps and aluminum cans.

     As a result of significant capital investments in modernizing and expanding
our physical plants over the past decade, we now have a number of
technologically advanced production facilities. In addition, as a result of our
relations with Miller and Carlsberg, we have access to production technology and
processes used by other leading international beer producers. For example, we
utilize a micro-filtration process used by Miller in producing MILLER GENUINE
DRAFT beer, which has the result of prolonging the shelf life of draft beer
without pasteurization.

     The different beer brands share the same production process until the
filtration stage, relatively late in the brewing process, thus maintaining
production efficiency.

     Soft drinks are produced by mixing water, flavored concentrate and
sweetener. Water is processed to eliminate mineral salts and filtered to
eliminate impurities. Purified water is combined with processed sugar or, in the
case of diet soft drinks, with artificial sweeteners, and concentrate. Carbon
dioxide gas is injected into the mixture to produce carbonation. Immediately
following carbonation, the mixture is bottled.

     We believe that most of our supply agreements for raw materials contain
standard commercial terms. We are not dependent on any one supplier for a
significant portion of its raw materials and the loss of any one or limited
group of suppliers would not have a materially adverse effect on its sources of
supply. In the past five years, we have not experienced any material
difficulties in obtaining adequate supplies of raw materials at satisfactory
prices.

     For information on our production facilities, see "--Properties".

     RAW MATERIALS.

        BEER.

     The principal raw materials used in our production of beer are malting
barley, corn syrup, rice, hops and water.

          BARLEY AND MALT. Malt requirements are met by local and international
suppliers and our own malting facilities. In the recent past, we have purchased
as much as 25% of our malt in international markets outside of South America, at
prevailing market rates, which depend partially on the quality of the barley
harvests, and the remaining 75% within South America. We have the ability to
produce over half of our malt needs from our own malting facilities in Brazil,
Argentina and Uruguay. We can either sell part of our malt production to third
parties or use it in our own production. We contract our annual malt needs in
the last quarter of the year for the following year's requirements.

                                      -43-
<Page>

          Market prices of barley and malt have been relatively volatile. For
instance, the average price of malt for the three-month period ended September
30, 2001 was approximately U.S.$400 per ton, compared to U.S.$290 per ton during
the three-month period ended March 30, 2000. We believe that having our own
production facilities helps to partly offset this price volatility.

          HOPS. There are two types of hops used in our beer production: hops
used to give beer its distinctive bitter flavor, which we generally import from
the United States, and hops used to give beer its distinctive aroma, which we
generally import from Europe. We acquire hops from several international
suppliers. Typical import contracts have a duration of three years.

          WATER. Water represents a small portion of raw material costs. Water
needs to be treated both before its use in the production process and before
disposal. We obtain our water requirements from lakes and reservoirs, from deep
wells located near our breweries, from rivers adjoining our plants and from
public utilities. We monitor the quality, taste and composition of the water we
use, and treat it to remove impurities and to comply with its own quality
standards and applicable regulations. As a result of advances in technology, we
have reduced our water consumption per hectoliter produced. We do not foresee
any shortage in our current water supply.

          All our facilities already have water treatment facilities and a
conservation/productivity program has been implemented.

          OTHER. Substantially all other raw materials, including corn syrup and
rice, are purchased locally.

        SOFT DRINKS.

     The principal raw materials involved in the manufacture of our soft drink
products include concentrate (including guarana extract), sugar, sweetener,
water and carbon dioxide gas. Most of these materials are obtained from local
suppliers. We also have a 505 hectare facility that provides us with 50 to 60
tons of guarana berries per year, or about 18% of our requirements, with the
remainder purchased directly from independent farmers in the Amazon region. We
produce our own concentrates for soft drink production of our proprietary
brands. The concentrate is mixed with sugar and carbonated water at our
facilities. The concentrate for Pepsi soft drink products is purchased from
PepsiCo. We produce all of the fruit juice pulp and concentrate that we use to
produce fruit flavored soft drinks using fruit purchased from large commercial
suppliers.

     PACKAGING.

     Packaging costs comprise the cost of non-returnable glass bottles, aluminum
cans, steel kegs, labels, closures, crown caps and paper. The higher cost of
glass bottles relative to aluminum cans is offset by their longer useful life.

     Our principal can suppliers are Latas de Aluminio S.A.-Latasa, Latapack
Ball and Crown-Cork.

     We generally purchase all of the glass bottles used in packaging our
beverage products from St. Gobain Emballage, Owens-Illinois Glass Containers and
Companhia Industrial de Vidros. We obtain the labels for our beer and soft drink
products principally from local suppliers, Dixie/Toga and Grafica, a subsidiary
of the Zerrenner Foundation. Closures and crown caps are principally purchased
from Alcoa Aluminio and Petropar (in the case of closures) and from five other
local suppliers. We also have a plant in Manaus to produce metal closures.

                                      -44-
<Page>

     Most of our plants have polyethylene terephthalate, or PET, blowing
facilities provided by bottle manufacturers. PET is the material used to make
one-way plastic bottles for soft drinks. On-site PET blowing allows for
substantial savings in transportation and storage costs.

RESEARCH AND DEVELOPMENT

     We maintain a state-of-the art pilot brewery and laboratory at our plant in
Guarulhos, staffed by 17 employees, to test new brewing processes and products.
We conduct research regarding developments in the beverage market on an ongoing
basis. Our process technology standardization program allows us to monitor
production processes, standardize operations and train personnel. This provides
us with increased control over our manufacturing processes. In addition, the
productivity program identifies opportunities for operational and technological
improvements in our facilities. The systematic monitoring of performance has
enabled us to maximize our production facilities while reducing fixed and
variable costs. We are actively engaged in agricultural research and development
to improve the quality of the barley and guarana used in our beer and soft drink
production. Agricultural research takes place on 41 hectares of land devoted to
barley and 490 hectares of land devoted to guarana.

REGULATION

     GENERAL.

     Unlike many other countries, Brazil does not heavily regulate the
production and marketing of alcoholic beverages. In Brazil, it is illegal to
serve alcoholic beverages to persons under 18 years of age. There are no
significant regulations, other than compliance with standards imposed by food
and health regulatory agencies, applicable to the production and marketing of
soft drinks and non-carbonated beverages in Brazil. In addition, there are no
licensing requirements for points of sale to sell our beer and soft drink
products. For a description of the environmental regulations we are subject to,
see "--Regulation--Environmental matters".

     ENVIRONMENTAL MATTERS.

     We are subject to federal, state and local laws and regulations in Brazil,
Argentina, Venezuela, Uruguay and Paraguay relating to pollution, the protection
of the environment, the management and disposal of hazardous materials and the
cleanup of contaminated sites. In particular, these laws regulate, among other
things, air and effluent emissions and require hazardous waste disposal sites to
conform with environmental standards. Administrative, criminal and civil
penalties, including cleanup costs, may be imposed for non-compliance with or
liabilities under environmental laws.

     In addition to applicable laws, we are subject to compliance with World
Bank environmental standards pursuant to a loan facility entered into with the
International Finance Corporation, or IFC. As part of our compliance with these
environmental standards, Brahma completed the upgrade of the wastewater
treatment systems at its facilities in 1995. Currently, we maintain modern
effluent treatment systems in each of our plants, which reduce organic effluents
by 95%, as required by applicable legislation. In addition, much of our
industrial waste, which is predominantly non-hazardous in nature, is either
recycled or sold to third parties.

     In 1998, one of Antarctica's subsidiaries, Antarctica da Amazonia S.A.,
entered into an agreement with the Brazilian Federal environmental agency,
IBAMA, under which it committed to maintain and preserve legally protected areas
under Brazilian environmental laws and native species of Brazilian nut trees and
rubber trees, which are part of the rural property of Fazenda Santa Helena, and
not to use some herbicide and biocide products in the farming of guarana.
Fazenda Santa Helena is a cultivation site for

                                      -45-
<Page>

the guarana seed, which is used as the main raw material in the production of
the guarana soft drinks. One of CBB's former subsidiaries, Industria de Bebidas
Antarctica do NorteNordeste S.A., or IBANN, was the successor to Antarctica da
Amazonia S.A.'s obligations under the agreement with IBAMA. After November 1,
2001, AmBev assumed IBANN's obligations under the agreement pursuant to the
merger of IBANN into AmBev.

     Several years ago, we initiated an internal environmental policy program to
help ensure compliance with environmental regulations and, beginning in 1995,
established an integrated environmental management system by hiring and training
environmental supervisors. After the combination, this policy was extended to
Antarctica's plants. Our environmental department includes professionals who are
exclusively dedicated to the environmental management of our plants, regularly
reviewing and, if necessary, revising our environmental policies, conducting
environmental evaluations of our plants and training our employees in
environmental matters. In addition, we support environmentally friendly
projects, including a recycling project and urban community education projects.

     For a number of years, Brahma and Antarctica have made, and we continue to
make, significant capital expenditures to upgrade and maintain our facilities in
compliance with applicable environmental laws and requirements. Recent
expenditures incurred in Brazil, Argentina and Venezuela are as follows:

<Table>
<Caption>
                                                                    YEAR ENDED DECEMBER 31,
                                                      ---------------------------------------------------
                                                           2001          2000          1999         1998
                                                      ------------  ------------  -----------  ----------
                                                                        (R$ IN MILLIONS)
<S>                                                        <C>           <C>           <C>          <C>
Property, plant and equipment......................         5.1           1.7           2.5          6.8
Waste treatment....................................        51.1          34.2          12.3         18.6

      Total........................................        56.2          35.9          14.8         25.4
</Table>

     We expect to spend similar amounts as those spent in the year 2001 on
maintaining and upgrading our facilities in upcoming years. Our budgeted
environmental expenditures for the five-year period ending December 31, 2005
total R$238.0 million. However, additional operating costs and capital
expenditures could be incurred if additional or more stringent requirements
relevant to our operations are imposed.

     We believe that our current operations are in substantial compliance with
applicable environmental laws and regulations. We are, however, currently
engaged in litigation under Brazilian environmental laws and regulations
relating to some of our facilities. See " Item 8 -- Financial Information-
Consolidated Statements and Other Financial Information-Legal Proceedings --
Environmental Matters."

INTELLECTUAL PROPERTY

     TRADEMARKS.

     As of March 1, 2002, we had 1,037 trademarks registered with the
Brazilian Institute of Industrial Property or INPI, and used third-party
trademarks under specific license agreements (MILLER, CARLSBERG, GATORADE,
PEPSI and LIPTON). All of these trademarks are protected in all material
respects in Brazil. In addition, we have registered our main trademarks or
initiated trademark registration processes in approximately 100 countries
outside of Brazil, including Argentina, Venezuela, Uruguay, Paraguay,
Portugal and the United States, in order to ensure protection of the names
and logos.

                                      -46-
<Page>

     Our most important trademarks, including names and logos, are the
following: AmBev, BRAHMA, BRAHMA CHOPP, SKOL, SUKITA, BRAHMA GUARANA, CARACU,
LIMAO BRAHMA, MALZBIER, FRATELLI VITA, MARATHON, ANTARCTICA, ANTARCTICA PILSEN,
BOHEMIA, GUARANA ANTARCTICA, POLAR PINGUIM, POLAR EXPORT, KRONENBIER, BARE,
BARE-COLA and GUARANA CHAMPAGNE (registered in Brazil), GUARANA ANTARCTICA
(registered outside of Brazil), SODA LIMONADA ANTARCTICA, AGUA TONICA
ANTARCTICA, and NECTAR. There are no unregistered trademarks in Brazil which are
material to our business. In Brazil, trademark registration has a term of
validity of 10 years, after which it can be renewed for additional 10-year
periods. The application for renewal of a trademark must be submitted to the
INPI in the last year of validity of the trademark registration, or within six
months after the trademark expiration date upon payment of an additional fee.
INPI only refuses a renewal in the event that any third party argues that the
trademark has lapsed due to lack of use during the prior five years, and such
fact is deemed by the INPI to have been proven. We expect to apply for renewal
of registration of all of its material trademarks, so as to avoid their
expiration. We do not expect any of our material trademarks to lapse in the near
future.

     We believe that our significant trademarks are protected in all material
respects in the markets in which we currently operate.

ORGANIZATIONAL STRUCTURE

     AmBev is a holding company. The bulk of our operations are conducted
through approximately 11 principal operating subsidiaries in four countries,
with a total of approximately 18,136 employees as of December 31, 2001. The
principal components of the restructuring completed to date have been the merger
of Brahma into CBB (formerly Antarctica) on March 31, 2001 and the transfer of
substantially all the assets and liabilities of CRBS S.A. and Cervejarias
Reunidas Skol to CBB on January 21, 2002.

                                      -47-
<Page>

     The following chart illustrates the ownership structure of AmBev's
principal subsidiaries as of December 31, 2001 based on voting share capital
owned. For a complete list of our material subsidiaries, see Exhibit 8.1 to this
annual report.

                            ORGANIZATIONAL STRUCTURE
                 AmBev and its Principal Operating Subsidiaries

[CHART]

     (1) 0.3% of total capital (non-voting preferred shares) owned by
         minority.
     (2) 50.0% of the voting shares and 34.5% of the total capital owned by
         a third party.
     (3) 1.9% of voting shares and 2.8% of the total capital owned by
         minorities.
     (4) 60.0% of the voting shares and total capital owned by CBB and 40%
         owned by Jalua.
     (5) 4.6% of the voting shares and total capital not owned by AmBev.
     (6) 49.8% of the voting shares and total capital not owned by AmBev.
     (7) 30.0% of the voting shares and total capital not owned by AmBev.

PROPERTY, PLANT AND EQUIPMENT

     Our properties consist primarily of brewing, malting, bottling,
distribution and office facilities in Brazil, Venezuela, Argentina, Uruguay and
Paraguay.

     We currently have 45 facilities, of which 38 are beverage plants, including
15 breweries (11 in Brazil, two in Uruguay, and one each in Argentina, Venezuela
and Paraguay); seven soft drink plants which produce BRAHMA, PEPSI and
ANTARCTICA brand soft drinks; and 15 mixed plants which produce both beer and
soft drinks. Our aggregate beer and soft drink production capacity is 128.6
million hectoliters

                                      -48-
<Page>

per year. In 2001, we utilized 69.5% of our beer and 47.6% of our soft drink
capacity due to the strong seasonality of our business. Our total annual beer
production capacity is 89.8 million hectoliters, of which 84.1 million
hectoliters is in Brazil, 2.5 million hectoliters is in Argentina, 2.2 million
hectoliters is in Venezuela, 0.7 million hectoliters is in Uruguay and
approximately 0.3 million hectoliters in Paraguay. Our total soft drink
production capacity is 38.8 million hectoliters, which includes the production
of proprietary and PEPSI soft drinks.

     We also own and operate four malt plants, one of which is in Brazil, one in
Argentina (Malteria Pampa S.A.) and two in Uruguay (Malteria Uruguay S.A. and
Cympay S.A.)

     We also operate one concentrate plant, 490 hectares of agricultural land
which we use for guarana production and research, and three barley growing
facilities.

     In addition, we rent office facilities in Sao Paulo. The following is a
list of our principal production facilities:

BRAZIL:

PLANT                                              TYPE OF PLANT
-----                                              -------------

Agudos, Sao Paulo                                  Beer
Brasilia, Federal District                         Beer
Curitiba, Parana                                   Beer
Equatorial, Maranhao                               Beer
Estrela, Rio Grande do Sul                         Beer
Goiania, Goias                                     Beer
Jacarei, Sao Paulo                                 Beer
Lages, Santa Catarina                              Beer
Montenegro, Rio Grande do Sul                      Beer
Natal, Rio Grande do Norte                         Beer
Joao Pessoa, Paraiba                               Beer

Aguas Claras, Sergipe                              Mixed
Aquiraz, Rio Grande do Norte                       Mixed
Camacari, Bahia                                    Mixed
Cebrasa, Goias                                     Mixed
Cuiaba, Mato Grosso                                Mixed
Jaguariuna, Sao Paulo                              Mixed
Jacarepagua, Rio de Janeiro                        Mixed
Joao Pessoa, Paraiba                               Mixed
Nordeste, Pernambuco                               Mixed
Nova Rio, Rio de Janeiro                           Mixed
Manaus, Amazonas                                   Mixed
Minas, Minas Gerais                                Mixed
Teresina, Piaui                                    Mixed
Aguas Claras do Sul, Santa Catarina                Mixed

Astra, Ceara                                       Soft drinks
Curitibana, Parana                                 Soft drinks
Contagem, Minas Gerais                             Soft drinks
Jundiai, Sao Paulo                                 Soft drinks

                                      -49-
<Page>

PLANT                                              TYPE OF PLANT
-----                                              -------------

Olinda, Pernambuco                                 Soft drinks
Paulinia, Sao Paulo                                Soft drinks
Sapucaia, Rio Grande do Sul                        Soft drinks

Fratelli Vita, Bahia                               Water

Maltaria Navegantes-Porto Alegre                   Malt

INTERNATIONAL:

PLANT                                              TYPE OF PLANT
-----                                              -------------

CACN, Venezuela                                    Beer
CCBA, Argentina                                    Beer
CCBP, Paraguay                                     Beer
Patricia, Uruguay                                  Beer

Cympay, Uruguay                                    Mixed

Cympay, Uruguay                                    Malt
MUSA, Uruguay                                      Malt
Malteria Pampa, Argentina                          Malt

     We own all of our facilities and none of our plants are leased from third
parties. The facilities and/or equipment in Agudos, Jacarei, Minas Gerais,
Nordeste, Aguas da Serra, Aguas Claras (Sergipe), Aguas Claras do Sul, Nova Rio,
Brasilia, Teresina, Goiania, Manaus, Montenegro, Aquiraz, Santa Catarina,
Cebrasa, Curitiba, Natal, Jacarepagua, Jundiai and Sapucaia branches are
encumbered by mortgages to secure long-term loans from the IFC, the Brazilian
Economic and Social Development Bank, or BNDES, and other lenders. The mortgages
were provided in connection with financing provided to Brahma and Antarctica to
modernize their plants.

INSURANCE

     We insure our plants and equipment against damage or loss with reputable
insurers. In addition, we carry product liability insurance. We do not carry
business interruption insurance, which is not available in Brazil on terms that
we consider to be commercially reasonable. We believe that the type and amount
of insurance we carry conforms with market practices for Brazilian beverage
companies and provides prudent levels of coverage for risks associated with our
operations.

     We believe that our facilities are adequate in all material respects for
the needs of its current and anticipated business operations. Our production,
and the production of some of our key suppliers, is substantially dependent on a
steady supply of electricity. Electricity shortages could therefore negatively
affect our production capacity and harm our sales, particularly during the
summer months when demand for our products is at its peak.

HISTORY AND DEVELOPMENT OF THE COMPANY

     For information on the formation of AmBev and the combination of Brahma and
Antarctica, see "The Combination and Brazilian Antitrust Approval".

                                      -50-
<Page>

     Companhia de Bebidas das Americas - AmBev was incorporated as Aditus on
September 14, 1998. AmBev is a publicly held corporation. Prior to July 1, 1999,
it had no operations. On July 1, 1999, the controlling shareholders of Brahma
and Antarctica agreed to contribute all of their common and preferred shares in
Brahma and Antarctica in exchange for shares of the same type and class of AmBev
(the controlling shareholders' contribution). AmBev is domiciled in Sao Paulo,
SP, Brazil, and its principal executive offices are located at Avenida Maria
Coelho Aguiar, 215, Bloco F, 6(degree) andar, CEP 05804-900, Sao Paulo, SP,
Brazil, Tel.: (55-11) 3741-7000, e-mail: ir@ambev.com.br.

     AmBev is the accounting successor of Companhia Cervejaria Brahma. Brahma
was founded in 1888 as Villiger & Cia., and prior to its merger into Antarctica
was one of the oldest brewers in Brazil. The Brahma brand was registered on
September 6, 1888, and in 1904 Villiger & Cia. changed its name to Companhia
Cervejaria Brahma.

     On March 31, 2001, Brahma was merged into Antarctica, and Antarctica
changed its name to Companhia Brasileira de Bebidas. This transaction had no
effect on AmBev's financial statements as each of the entities were wholly-owned
by AmBev. The transaction did, however, permit AmBev to optimize the future use
of tax loss carryforwards.

     As part of our ongoing corporate reorganization, we have performed a series
of transactions that aim at increasing our vertical integration, reduce
financial and operating expenses, provide a more adequate taxation structure and
increase the transparency of the consolidated company by integrating operations
and optimizing its legal structure. See "--Other acquisitions and dispositions".

Item 5.   Operating and Financial Review and Prospects

                                OPERATING RESULTS

INTRODUCTION

     This section contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those discussed in
the forward-looking statements as a result of various factors including, without
limitation, those set forth in "Cautionary Statement Regarding Forward- Looking
Information" and the matters set forth in this annual report generally.

     We have prepared our audited annual consolidated financial statements as of
December 31, 2001 and 2000 and for the three years ended December 31, 2001 in
Brazilian reais in accordance with accounting principles determined by Brazilian
Corporate Law which differ in certain significant respects from accounting
principles generally accepted in the United States (U.S. GAAP). The audited
financial statements included elsewhere in this annual report have been prepared
in accordance with Brazilian Corporate Law and include a reconciliation of net
income and shareholders' equity to U.S. GAAP and a discussion of the reconciling
differences in accounting principles and the presentation of the condensed
balance sheets and statements of operations in Brazilian reais.

     For the year ended December 31, 2000, we prepared consolidated financial
statements for AmBev using the U.S. dollar as the reporting currency in
accordance with U.S. GAAP under SFAS No. 52, which we filed with the SEC.
However, since that time we have changed the format of the financial statement
that we will file with the SEC to follow Brazilian Corporate Law and to include
in those financial statements a reconciliation to U.S. GAAP, as permitted under
SEC rules. See "Accounting Periods and Principles".

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     To facilitate comparison to prior filings with the SEC we will also file
separately with the SEC on Form 6-K our consolidated financial statements as of
December 31, 2001 and 2000 and for the three years ended December 31, 2001,
using the U.S. dollar as the reporting currency in accordance with U.S. GAAP,
under SFAS No. 52. We do not intend, however, to continue to file such U.S. GAAP
statements prepared under SFAS No. 52.

     AmBev's discussion and analysis of its financial condition and results of
operations are based upon its primary financial statements. As a result, the
financial information and related discussion and analysis contained in this Item
is in accordance with Brazilian Corporate Law and figures are in Brazilian
reais, unless otherwise stated.

CRITICAL ACCOUNTING POLICIES

     Critical accounting policies are those that are both important to the
portrayal of our financial condition and results and require our management's
most difficult, subjective or complex judgments, often as a result of the need
to make estimates about the effect of matters that are inherently uncertain. As
the number of variables and assumptions affecting the possible future resolution
of the uncertainties increase, those judgments become even more subjective and
complex. In order to provide an understanding about how our management forms its
judgments about future events, including the variables and assumptions
underlying the estimates, and the sensitivity of those judgments to different
circumstances, we have identified the following critical accounting policies:

     -    Employee Benefits and the Consolidation of The Zerrenner Foundation

     -    Contingencies

     -    Deferred tax

     -    Slotting costs

     -    Pension and employee benefits accounting

     EMPLOYEE BENEFITS - AND THE CONSOLIDATION OF - THE ZERRENNER FOUNDATION

     The Zerrenner Foundation, one of our three controlling shareholders,
provides medical, dental, educational and social assistance to our current and
retired employees, as well as their beneficiaries and dependents, as discussed
in note 16 to the financial statements included elsewhere in this report. Prior
to the combination with Antarctica, Brahma also provided the same benefits
through the Brahma Welfare Foundation. The assets of the Brahma Welfare
Foundation were merged with the Zerrenner Foundation on October 27, 2000 and the
former ceased to exist.

     We can contribute up to 10% of our consolidated net income to support the
Zerrenner Foundation. At December 31, 2001, the Zerrenner Foundation owned 22.7%
of our voting shares and 10.6% of our total shares. See "Item 7 - Major
Shareholders and Related Party Transactions".

        BRAZILIAN CORPORATE LAW ACCOUNTING

     The Zerrenner Foundation is a legally distinct entity for the purposes of
Brazilian Corporate Law. Under Brazilian Corporate Law, we do not consolidate
the assets and liabilities of the Zerrenner Foundation within our financial
statements. Similarly, the assets and liabilities of the Brahma Welfare
Foundation were not consolidated in Brahma's financial statements.

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     Under Brazilian Corporate Law, we account for all benefit obligations
provided by the company, including those in relation to the Zerrenner
Foundation, in accordance with the release by the Brazilian Institute of
Independent Auditors, or IBRACON of Accounting Standard and Procedure NPC No.
26, "Pensions and Post-retirement benefits" in December 2000. This requires the
comprehensive recording of pension obligations and expenses on an actuarial
basis. Accordingly, as permitted by NPC No. 26, we reduced shareholders' equity
at December 31, 2001 to reflect the accumulated obligation for the actuarial
liability to represent the contributions due to the Zerrenner Foundation by
R$40.6 million (R$60.5 million, net of R$19.9 million deferred tax). Prior to
the implementation of NPC No. 26, for the years ended December 31, 2000 and
1999, AmBev and Brahma expensed all pension and post-retirement contributions,
including those made to the Zerrenner Foundation, directly to the statement of
operations on an accrual basis without recognition of the actuarial obligation.

     Furthermore, an actuarial valuation prepared with the objective of
equalizing the participant benefits required us to contribute an additional
R$75.8 million, which was charged to income for the year ended December 31,
2001.

        U.S. GAAP ACCOUNTING

     Under U.S. GAAP, the assets of the Zerrenner Foundation are considered to
be plan assets and all assets and liabilities of the Zerrenner Foundation are
consolidated within AmBev. These assets would not be distributable to
shareholders in the event of a bankruptcy. A substantial part of these assets
are represented by shares in AmBev and have been reflected as treasury shares
thereby reducing the number of outstanding shares and affecting the
determination of earnings per share under U.S. GAAP.

     Under U.S GAAP, we account for post-retirement benefits in accordance with
SFAS No.106 "Employees Accounting for Post-retirement Benefits and Other
Obligations". We have recorded an accrued liability, based on independent
actuarial reports at the end of each period, for the retirement element of the
obligations applicable to the Zerrenner Foundation.

     CONTINGENCIES

     The preparation of our financial statements requires our management to make
estimates and assumptions regarding contingencies which affect the valuation of
assets and liabilities at the date of the financial statements and the revenues
and expenses during the reported period. The most significant of these are as
follows:

        LEGAL CONTINGENCIES

     We are currently involved in certain legal proceedings, as discussed in
"Item 8 - Financial Information - Legal Proceedings". In the future, management
may make decisions which impact the structure, operations, and staffing of the
company, which may result in further claims. Fundamental changes in economic
conditions may also result in similar restructuring strategies. We have recorded
liabilities on pending litigation based on estimates of the amounts and the
range of the losses. Unless impacted by changes in accounting standards and
practices, we intend to continue to record these liabilities in the same manner,
based on our assessment of the exposures at that time. However, our assumptions
and estimates may change in the future based on our assessment of any given
situation, which may result in changes in future provisioning for legal claims.

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        LABOR CLAIMS

     Management is required to make estimates of the potential losses on
outstanding labor claims based on the advice of external legal counsel on the
likelihood of successful outcome. Where we are informed that there is a probable
chance that we will lose any given case, we record provisions against these
exposures. The Brazilian employment and labor legislation is extensive and
complex, giving rise to many claims from current and former employees against us
or our subsidiaries. These claims relate principally to dismissals, severance,
health and safety, supplementary retirement benefits and other matters.

        CLAIMS FROM DISTRIBUTORS

     We are currently in litigation with certain former distributors over
breach-of-contract claims made against us. The majority of these claims were
initiated between 1996 and 2000, with most arising as a result of terminations
effected as part of the integration of Brahma and Antarctica following the
combination in July 1999. Please refer to "Item 8 - Financial Information -
Consolidated Financial Statements and Other Financial Information - Legal
Proceedings" for more information on these cases. In almost all cases, we
terminated the contracts in the normal course of business for low sales volumes,
failure to meet guidelines of the contract, or our general restructuring of the
distribution network.

        TAX CONTINGENCIES

     The complexity of the Brazilian corporate fiscal environment often results
in disputes over a number of different taxes. We are currently involved in
certain tax proceedings and have filed claims to avoid payment of taxes which we
do not believe are constitutional. As discussed in note 17 to our financial
statements, we have accrued the costs for the resolution of the losses when we
consider loss of our claim to be probable. The tax contingencies relate
primarily to value-added sales and excise taxes, taxes on revenue and income
taxes and are described in detail in the financial statements. The estimates are
developed in consultation with external legal counsel and are based upon an
analysis of potential results, assuming a combination of litigation and
settlement strategies. We do not believe these proceedings will have a material
adverse effect on our financial position. It is possible, however, that future
results of operations could be materially affected by changes in our
assumptions, and the effectiveness of our strategies with respect to these
proceedings.

        UNRECOGNIZED EXPOSURES

     We have not provided for every potential legal or tax claim, but only for
those that we consider to be probable of resulting in an unfavorable outcome
based on external legal advice. We have estimated the total value of the
unrecorded exposures to be R$1,000.0 million at December 31, 2001. We believe
that our estimates are based on reasonable assumptions and assessments of
external legal counsel, but should the worse case scenario develop, and we were
subject to losses on all cases, our net impact on the statement of operations
would be an expense of this amount.

     DEFERRED TAX

     We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax basis of our assets
and liabilities. We regularly review the deferred tax assets for recoverability
and will only recognize these if we believe that there will be sufficient
taxable profit against any temporary differences that can be utilized, based on
historical taxable income, projected future taxable income, and the expected
timing of the reversals of existing temporary differences. In the event we or
one of our subsidiaries operate at a loss or are unable to generate

                                      -54-
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sufficient future taxable income, or if there is a material change in the actual
effective tax rates or time period within which the underlying temporary
differences become taxable or deductible, we evaluate the need to establish a
valuation allowance against all or a significant portion of our deferred tax
assets resulting in an increase in our effective tax rate.

     In October 2000, after conducting certain tax restructuring initiatives, we
decided that we would no longer provide deferred tax on the earnings generated
by our foreign subsidiaries. Based on the advice of external counsel, we
concluded that these earnings are only taxable on remission to Brazil. At that
time, we did not intend to remit these earnings to Brazil in the foreseeable
future, and instead took the position that we would be able to plan effectively
for their eventual remittance without incurring a respective tax liability when
such remittance became foreseeable. The Brazilian fiscal authorities introduced
new legislation in the third quarter of 2001 to subject offshore earnings to
income tax in Brazil from December 31, 2002, regardless of whether earnings have
been remitted to Brazil, and to restrict tax planning measures that had been
available to companies in Brazil, and that we have made use of in the past. We
continue to believe that the current tax initiatives that we are undertaking
will not result in taxes on these earnings and we have not therefore recorded a
liability for such taxes in our financial statements.

     We acquired Pepsi Cola Engarratadora Limitada ("Pepsi") in October 1997 as
part of our franchise agreement with PepsiCo International Inc. At the date of
purchase, Pepsi and its affiliate had net operating tax losses of approximately
R$313.0 million available for offset. Pursuant to the purchase agreement, in the
event we use such tax loss carryforwards within a five-year period from the date
of purchase in October 1997, we will be required to reimburse 80% of these
amounts to Pepsi. In both our Brazilian Corporate Law and our U.S. GAAP
financial statements, as 20% of the tax loss carryforwards (R$62.6 million) are
not subject to the reimbursement provisions, we recorded this amount as an asset
at December 31, 1997. Until 2000, this deferred tax asset, in addition to
further losses incurred in the Pepsi business, was fully provided for, as we
were not confident that realization of this asset was more likely than not to
occur. During 2000, we released the valuation allowance against the 20% portion
of these losses following a major restructuring in order to utilize these
credits (see note 6 to the financial statements) and therefore recognized the
deferred tax assets. The remaining 80% of these tax loss carryforwards (R$250.4
million) have not been recognized as deferred tax assets. Although the
requirement to reimburse these amounts to Pepsi expires in October 2002, we have
no plans within the foreseeable future to utilize these losses.

     SLOTTING COSTS

     In order to obtain more prominent and accessible shelf space for our
products, we often pay distributors and retailers to place our products in
premium positions. These payments typically take the form of cash payments or
additional product. Pursuant to Brazilian Corporate Law, these payments have
historically been accounted for as marketing expenses in our statement of
operations.

     We are aware that under U.S. GAAP there are different interpretations of
the accounting for slotting costs, as demonstrated by the release of the
Emerging Issues Task Force issue 01-09 by the Financial Accounting Standards
Board, requiring that these costs be recorded as an offset to net sales. Under
U.S. GAAP, we have recorded these expenses within revenue for the year ending
December 31, 2001. For the years ending December 31, 2000 and 1999, before the
release of EITF 01-09, we had accounted for these costs within marketing
expenses in a manner similar to Brazilian Corporate Law. We have reclassified
these amounts in these periods under U.S. GAAP to revenue to facilitate easier
comparison with the results for December 31, 2001. This difference in
classification for all years reported

                                      -55-
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in the financial statements between Brazilian Corporate Law and U.S. GAAP
directly impacts our reported margin.

     We intend to continue to invest in product placement and will continue to
recognize these costs as marketing and selling expenses pursuant to Brazilian
Corporate Law.

     PENSION AND EMPLOYEE BENEFITS ACCOUNTING

     Several statistical and other factors which attempt to anticipate future
events are used in calculating the expense and liability related to our pension
and employee benefit plans. These factors include assumptions about the discount
rate, expected return on plan assets and rate of future compensation increases
as determined by us, within certain guidelines. In addition, our actuarial
consultants also use subjective factors, such as withdrawal, turnover and
mortality rates, to estimate these factors. The actuarial assumptions we use may
differ materially from our actual results, due to changing market and economic
conditions, regulatory events, judicial rulings, higher or lower withdrawal
rates or longer or shorter life spans of participants.

     Together with our actuarial consultants, we are currently reviewing the
discount rates used to account for the pension and employee benefit plans in
light of the recent development of a secondary bond market in Brazil for
high-grade, long-term government securities. Insufficient evidence was available
at December 31, 2001 to support a change in the discount rates until such time a
more mature market has developed and conclusive studies are performed. In the
event the higher rates of return offered by these securities are deemed to be
consistent with the requirements of SFAS No. 87, and subsequent interpretations,
for the selection of discount rates for measurement of defined benefit
obligations, we may choose to adopt such rates at a later date. These
differences may result in a significant impact to the amount of pension expense
we record in the future.

NEW ACCOUNTING STANDARDS UNDER BRAZILIAN CORPORATE LAW

     In December 2000, IBRACON issued a technical standard regarding the
accounting for pension plans and other post-employment benefits for
employees, which establishes the period, method and disclosure requirements
for the recognition of costs associated with benefits granted to employees.
The standard, which was also approved by the CVM, is effective for 2002 and
impacts our financial statements as of December 31, 2001. This standard
requires comprehensive recording of pension expenses and obligations on an
actuarial basis instead of, as is currently required, based on the accrued
contributions for the relevant year. We have the option to record the full
effects of this change in accounting policy directly against retained
earnings at December 31, 2001 or prospectively through earnings over a five
year period. We have elected to recognize the effect against retained
earnings at December 31, 2001. The impact of this accounting development is
discussed further in the critical accounting policies.

U.S. GAAP RECONCILIATION

     Our net income in accordance with the Brazilian Corporate Law method was
R$784.6 million in 2001, R$470.2 million in 2000 and R$322.3 million in 1999.
Under U.S. GAAP, we would have reported net income (loss) of R$840.1 million
in 2001, R$879.2 million in 2000 and R$(173.7) million in 1999.

     Our shareholders' equity in accordance with the Brazilian Corporate Law
method was R$3,363.4 million in 2001, R$3,076.9 million in 2000 and R$1,606.4
million in 1999. Under U.S. GAAP, we would have reported shareholders' equity
of R$2,839.9 million in 2001, R$2,378.2 million in 2000 and R$1,628.7 million
in 1999.

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     The principal differences between the Brazilian Corporate Law method and
U.S. GAAP that affect our net income (loss) in 1999, 2000 and 2001, as well as
shareholders' equity at December 31, 1999, 2000 and 2001, relate to the
treatment of the following items:

     -    The combination of the two predecessor companies Brahma and
          Antarctica, which was accounted for in a manner similar to a
          pooling-of-interest under Brazilian Corporate Law, was treated as an
          acquisition by Brahma of Antarctica for the purposes of U.S. GAAP;

     -    For the purposes of Brazilian Corporate Law, Brazil ceased to be an
          high inflationary economy on January 1, 1996, as opposed to January 1,
          1998 under U.S GAAP. Accordingly, we continued to use inflation
          accounting in our U.S. GAAP financial statements for the period from
          January 1, 1986 to December 31, 1997, which impacted our permanent
          assets (property, plant and equipment, investments, and deferred
          charges) and shareholders' equity;

     -    The Zerrenner Foundation, which provides medical, dental, educational
          and social assistance to current and former employees, has been
          consolidated for the purposes of U.S. GAAP to reflect the significant
          influence that AmBev exerts over the investment decisions of the
          Zerrenner Foundation, in recognition that benefits it does provide are
          almost exclusively to our current and former employees. Under
          Brazilian Corporate Law, we have not consolidated the Zerrenner
          Foundation. See " - Critical Accounting Policies - Employee Benefits -
          The Zerrenner Foundation";

     -    Pension plan expenses, which were recognized on an accrual basis only
          to the extent of required contributions for the relevant year or
          financial period under the Brazilian Corporate Law method, are
          required to be fully recorded on an actuarial basis under U.S. GAAP.
          Under NPC No. 26 released by IBRACON in December 2001, Brazilian
          Corporate Law will also require the recognition of obligations under
          pension and post-retirement benefits on an actuarial basis as from
          December 31, 2001; and

     -    There are a number of expenses and charges which can be capitalized
          and deferred under Brazilian Corporate Law, which are expensed on an
          accrual basis under U.S. GAAP.

     Our audited financial statements included elsewhere in this report provides
for a fuller description of these differences and a reconciliation of net income
and total shareholders' equity from Brazilian Corporate Law to U.S. GAAP.

ACCOUNTING ASPECTS OF THE COMBINATION

     Prior to July 1, 1999, the date of the combination of Brahma and Antarctica
and the controlling shareholders' contribution, AmBev had no material assets,
liabilities or operations. For legal purposes, AmBev was created by the merger
of Brahma and Antarctica and became the successor company as at that date. For
purposes of Brazilian statutory, legal and accounting records, we accounted for
the combination in a manner similar to a pooling-of-interests in accordance with
Brazilian Corporate Law. Under this accounting method, the recorded assets and
liabilities of Brahma and Antarctica were carried over to AmBev's consolidated
financial statements at their historical amounts. The combination did not
qualify for a pooling-of-interests under U.S. GAAP, for which purposes the
combination was recorded using the purchase method of accounting. For U.S. GAAP
purposes, AmBev is treated as the successor to Brahma. As a result, the
financial statements of AmBev as of and for the year ended December 31, 1999 are
the financial statements of Brahma as of such date and for such period. As
described in note 2(a) to

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the financial statements, the financial statements of AmBev as of any date and
for any period ending after December 31, 1999, reflect the combination of Brahma
and Antarctica. The impact of these differences has been included in the
reconciliation to U.S. GAAP in note 18 to the financial statements.

OTHER ACQUISITIONS AND DISPOSITIONS

     On November 1, 2001, the shareholders of AmBev and the minority
shareholders of Industria de Bebidas Antarctica Norte-Nordeste ("IBANN"), a
subsidiary of CBB, consummated a share exchange and approved the acquisition of
the remaining interest (35.0%) in IBANN by AmBev. For every share of IBANN held,
shareholders received 0.848241138 shares of AmBev. The same exchange ratio was
applied to both preferred and voting shares. AmBev issued 526,210,199 shares, of
which 96,712,635 were common shares and 429,497,564 were preferred shares in
exchange for 17.1% and 45.4% of the common and preferred shares the minorities
held in IBANN and recorded a capital increase of R$298.3 million. The share
exchange ratio was determined based on an independent valuation of the
respective equity of AmBev and IBANN.

     On December 10, 2001, we announced that we would pay R$242.2 million to the
minority shareholders of IBANN who exercised their appraisal rights in lieu of
accepting the share exchange. Under Brazilian Corporate Law, we accounted for
this as a separate transaction, in effect a share buy-back, and recorded it as a
reduction in treasury shares. Under Brazilian Corporate Law, no goodwill was
recognized on this transaction, although a capital gain of R$18.2 million was
recognized in the income statement to reflect the difference in the net book
value of the assets pertaining to the minority shareholders and the appraised
book value calculated in the previous three months. This was eliminated for U.S.
GAAP purposes. See note 18.1(d) to the financial statements included elsewhere
within this report. For the purposes of U.S. GAAP, we believe that this
transaction was inseparable from the acquisition itself and that the capital
paid to IBANN minority shareholders was part of the consideration for the
purchase. Together with different valuation methodologies for both the fair
value of consideration and the fair value of net assets, the result was that,
for U.S. GAAP purposes, we recognized goodwill totaling R$24.9 million. The
goodwill arising in U.S. GAAP has been included as a reconciling item to U.S.
GAAP in note 18.1(d) to the financial statements included elsewhere in this
report.

     Between June and December 2001, we also acquired 11,328,000 preferred
shares in Astra for a total consideration of R$57.9 million, which increased our
total interest in Astra to 65.5% (50% of the voting capital) and gave rise to
goodwill of R$28.9 million. Principally, this goodwill arises from the valuation
we placed on certain tax planning initiatives, as well as other operational
synergies.

     On November 6, 2000, we entered into stock and distribution agreements
providing for the sale of Bavaria S.A. to Molson Inc. See "The Combination and
Brazilian Antitrust Approval--Brazilian Antitrust Approval". The total
consideration for the sale was R$416.1 million, of which R$191.4 million was
received at that time. The remaining R$224.7 million is payable to us by Molson
subject to the Bavaria brand reaching certain market share thresholds. We have
not recorded this as an asset on the balance sheet. A further discussion of the
thresholds and respective consideration is included in note 11(b) to the
financial statements. Unless otherwise stated, the historical operating and
financial data of AmBev includes the operations of Bavaria through October 31,
2000. For the year ending December 31, 2000, Bavaria accounted for R$22.3
million of our net sales. Since our financial statements as at and for the year
ending December 31, 1999 are those of the predecessor company Brahma only, no
sales of the Bavaria brand, formerly part of Antarctica, are included in the
consolidated financial statements included elsewhere herein.

     In 1997, we acquired Pepsi and PCE Bebidas Ltda., Pepsi bottlers in
southern and southeastern Brazil and at the same time acquired the exclusive
rights to produce, sell and distribute PepsiCo soft drink

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products in northeastern Brazil. Under Brazilian Corporate Law, the shareholders
equity of these bottlers at the date of acquisition was zero, and since we paid
a nominal amount for the business, no goodwill was recognized. Under U.S. GAAP,
however, the acquisition gave rise to R$43.8 million of goodwill as of December
31, 1997 (which is being depreciated over a 10-year period). This was due to a
variation between the two methodologies in the valuation of the net assets of
the businesses. In 1999, we obtained the exclusive rights to produce, sell and
distribute PepsiCo soft drink products throughout Brazil. See "Item
4--Information on the Company--Business Overview--Our Products and Brands--Joint
Ventures and Strategic Alliances". We have made a number of other smaller
acquisitions in recent years which are discussed in note 7 of the financial
statements.

SYNERGIES FROM THE COMBINATION OF BRAHMA AND ANTARCTICA

     We began to realize synergies from the combination of Brahma and
Antarctica, beginning in the second quarter of 2000, which have consisted of the
following:

     -    Production synergies, obtained by optimizing logistics and production
          facilities such as bottling lines. Since the combination was approved
          by the antitrust authorities in April 2000, we closed down four soft
          drink plants, with the volume produced by these plants mostly being
          reallocated to our other plants;

     -    Distribution synergies resulted from the transfer of best practices
          among Brahma, Antarctica and Skol third-party and direct distribution
          networks through our Excellence Program, resulting in overall lower
          distribution costs per hectoliter and improved execution in the point
          of sale;

     -    Administrative cost savings resulted from the combination since we
          closed Antarctica's head office and rationalized redundant
          administrative facilities and personnel. Also, we combined the
          regional (commercial) sales structures of Antarctica and Brahma;

     -    Purchasing synergies were realized by implementing best practices in
          global sourcing and taking advantage of our increased bargaining
          power; and

     -    We used part of Brahma's cash to pay down a substantial portion of
          Antarctica's short-term debt which had higher interest costs. Also,
          our credit profile improved relative to that of Antarctica.

EFFECT OF DIRECT DISTRIBUTION ON RESULTS OF OPERATIONS

     Historically, both Brahma and Antarctica distributed their products through
exclusive third-party distribution networks. See "Business--Distribution and
Sales". In the second half of 1997, Brahma began to implement the direct
distribution of its products. For the year ended December 31, 2001, direct
distribution represented 28.9% of our sales volumes, compared to 21.6% in 2000.

     As the proportion of our net sales made through direct distribution rises,
our results of operations are affected as follows:

     -    NET SALES INCREASES. Net sales made through direct distribution are
          greater than net sales made through third parties. Under direct
          distribution, we receive a higher price for our products since
          third-party distribution fees are not applicable when we sell the
          product

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          ourselves. Freight costs, absorbed by us when we sell to third-party
          distributors are not deducted when sales are made under direct
          distribution. Since these costs are deducted from gross sales, the
          effect of greater direct distribution is an increase in net sales.

     -    WE INCUR TRANSPORTATION COSTS. When we sell our products directly, we
          incur freight costs in transporting our products between our plant and
          the point of sale, which are included in our cost of sales under U.S.
          GAAP and in our selling expenses under Brazilian Corporate Law.

     -    OUR SELLING EXPENSES INCREASE. Under the third-party distribution
          system, the salesperson is an employee of the distributor, while under
          direct distribution, the salesperson is our employee. As direct
          distribution grows, we incur additional selling expenses from the
          hiring of additional employees which are offset by the increase in net
          sales.

     -    OUR WORKING CAPITAL NEEDS INCREASE. Under our direct distribution
          system, we extend limited credit to some points of sale, based on
          market rates with terms ranging from two to ten days. Accordingly, as
          we increase direct distribution to the points of sale, our receivables
          increase.

FOREIGN CURRENCY EFFECTS

     We have significant amounts of U.S. dollar-denominated liabilities and
operating expenses denominated in or linked to U.S. dollars. However,
substantially all of our revenues are generated in reais.

     The devaluations of the real have had the following effects on our results
of operations:

     -    As of December 31, 2001, approximately 44% of our total costs of sales
          was linked to U.S. dollars. The significant devaluations of the real
          have had an unfavorable effect on the cost of packaging such as cans
          and PET bottles as well as imported raw materials. Historically, we
          have been able to raise prices to partially offset the cost increase.
          However, during periods of rapid devaluation or when the rate of
          devaluation significantly exceeds that of inflation, we may not be
          able to raise prices at a rate sufficient to offset our costs
          increases, or to recover such costs increases in future periods.

     -    The translation effects of our U.S. dollar transactions (i.e., cash,
          cash equivalents, trading securities, loans and the unrealized gains
          and losses from foreign currency and interest rate swap contracts,
          among others) are recorded as financial income and financial expense
          in our statements of operations. For 2001, we recorded a R$282.3
          million net foreign exchange loss, net of foreign exchange gains and
          results of gains and losses on foreign currency and interest rate swap
          activities, compared to a R$113.5 million loss in 2000 and a R$80.0
          million loss in 1999.

     We have policies designed to manage financial market risks that we believe
partially protected our net assets from the significant devaluations. We entered
into foreign currency and interest rate swap contracts to offset losses
generated by our U.S. dollar based loans, which were effective in mitigating the
significant losses which would otherwise have been recorded at the time of the
significant devaluations in 2001 and 1999. These foreign currency risk
management policies are designed to take advantage of tax

                                      -60-
<Page>

benefits as the gains mostly accrue in offshore, tax-exempt entities, whereas
the foreign exchange losses are tax deductible.

TAXES

     TAXES ON INCOME.

     Income taxes in Brazil comprise federal income tax and social contribution
(which is an additional federal income tax). The composite statutory rates
applicable for the respective periods were 34% in 2001, 34 to 37% in 2000, and
33% to 37% in 1999. The range of statutory rates in 1999 and 2000 were the
result of changes in the social contribution rates applied during those periods.
For 2001, 2000 and 1999, our effective tax rate was a charge of 1% in 2001, and
benefits of 124% and 5% in 2000 and 1999, respectively.

     The major reasons for the differences between the effective tax rates and
the Brazilian composite statutory rates have been (i) benefits arising from
tax-deductible payments of interest on shareholders' equity whereas the interest
is charged directly to shareholders' equity, (ii) certain non-deductible
expenses (primarily tax contingency provisions and reversals), (iii) different
foreign tax rates and tax planning measures, (iv) valuation allowances against
net operating losses and reversals, (v) non-taxable benefits arising from State
value-added incentive programs, and (vi) re-filings of tax returns following
changes in interpretation of certain deductions.

     TAX LOSSES AVAILABLE FOR OFFSET.

     We had tax loss carryforward assets available for offset of R$765.1 million
at December 31, 2001. Income tax losses available for offset in Brazil (88.0% of
our gross losses at December 31, 2001) do not expire, however, the annual offset
is limited to 30% of taxes payable.

     In October 2000, we implemented a major restructuring of our operating
companies in Brazil in order to optimize our income tax losses enabling us to
recognize a benefit in income of R$82.5 million from the Brahma group companies
and R$445.2 million from the Antarctica group companies. During 2000, we also
restructured our holdings in certain offshore entities, primarily investment
companies based in Uruguay, as a tax planning measure, which increased net
income by an additional R$267.6 million.

     New legislation was introduced in the third quarter of 2001 to subject
offshore earnings to income tax in Brazil regardless of whether earnings have
been remitted to Brazil and to restrict tax planning measures that have been
available to companies in Brazil, and that we have made use of in the past.
Although we do not believe that earnings that have been accumulated offshore
will be taxed, our access to effective tax planning measures may be restricted
in the future.

     TAXES ON SALES - RECOGNITION OF BENEFIT.

     A long standing tax dispute was decided in favor of Brazilian taxpayers on
May 29, 2001 (and published on June 11, 2001) at an arbitration session of the
appellate court. As a result of the decision, we reversed part of the provision
for Social Integration Program tax (PIS), a tax on gross revenues, which
increased our twelve-month period ended December 31, 2001 income by R$123.8
million, and which was recorded in provisions for contingencies and liabilities
associated with legal proceedings.

                                      -61-
<Page>

YEAR ENDED DECEMBER 31, 2001 COMPARED WITH YEAR ENDED DECEMBER 31, 2000

     The following table sets forth the consolidated financial highlights of
AmBev for the years ended December 31, 2001 and 2000:

<Table>
<Caption>
                                                                             CONSOLIDATED FINANCIAL HIGHLIGHTS
                                                                       -------------------------------------------
                                                                         2001              2000           % CHANGE
                                                                       --------          --------         --------
                                                                          (R$ IN MILLIONS, EXCEPT VOLUME AMOUNTS,
                                                                             PERCENTAGES AND PER SHARE AMOUNTS)
<S>                                                                    <C>               <C>               <C>
Sales volume - 000 hectoliters.....................................      80,789            81,988(3)          (1.4)
Net sales..........................................................     6,525.6           5,250.3             24.3
Net revenue per hectoliter - R$/hl.................................        80.8              64.0            (26.3)
Cost of sales......................................................    (3,366.2)         (2,843.7)            18.4
Gross profit.......................................................     3,159.4           2,406.6             31.3
  GROSS MARGIN (%).................................................        48.4%             45.8%
Selling, general and administrative expenses
  Selling and marketing  expenses..................................      (707.8)           (578.5)            22.4
  Direct distribution expenses.....................................      (467.8)           (337.0)            38.8
  General and administrative expenses, including directors' fees...      (351.5)           (373.0)            (5.8)
  Depreciation and amortization of deferred charges(1).............      (256.5)           (202.3)            26.8
                                                                       --------          --------
                                                                       (1,783.6)         (1,490.8)            19.6
                                                                        1,375.8             915.8             50.2
Provisions for contingencies.......................................       (33.9)           (269.2)           (87.4)
Net financial income (expenses)....................................      (503.1)           (324.0)            55.3
Other operating income, net........................................        47.2               3.9          1,110.3
Net financial income (expenses)....................................      (503.1)           (324.0)            55.3
                                                                       --------          --------
Operating income...................................................       886.0             326.6            171.3
  OPERATING MARGIN (%).............................................        13.6%              6.2%
Net income.........................................................       784.6             470.2             66.9
EPS - R$/000 SHARES(2).............................................       20.42             12.19             67.5
</Table>

----------
AMOUNTS MAY NOT ADD DUE TO ROUNDING.

(1)  Does not include depreciation recorded on production assets which is
     recorded within Cost of sales, nor amortization of goodwill within Other
     operating income, net.

(2)  Calculated based on year end numbers of shares, excluding treasury shares.

(3)  Volumes include Bavaria (79,308 thousand hectoliters excluding Bavaria).

                                      -62-
<Page>

MARGIN ANALYSIS

     The following table sets forth certain items in our statement of operations
expressed as percentages of net sales for the years ended December 31, 2001 and
2000:

<Table>
<Caption>
                                                                                          YEAR ENDED DECEMBER 31,
                                                                                         -------------------------
                                                                                           2001             2000
                                                                                         --------         --------
                                                                                           (%)               (%)
<S>                                                                                       <C>               <C>
Net sales.......................................................................          100.0             100.0
Cost of sales...................................................................          (51.6)            (54.2)
Gross profit....................................................................           48.4              45.8
Selling and marketing expenses..................................................          (10.8)            (11.0)
Direct distribution expenses....................................................           (7.2)             (6.4)
General and administrative expenses, including directors' fees..................           (5.4)             (7.1)
Depreciation and amortization of deferred charges...............................           (3.9)             (3.9)
Provision for contingencies.....................................................           (0.5)             (5.1)
Other operating income, net.....................................................            0.7               0.1
Net financial income (expenses..................................................           (7.7)             (6.2)

Operating income................................................................           13.6               6.2
</Table>

FINANCIAL HIGHLIGHTS BY BUSINESS SEGMENT

     The following table sets forth certain financial highlights by business
segment for the years ended December 31, 2001 and 2000:

<Table>
<Caption>
                                                                       YEAR ENDED DECEMBER 31,
                                                                       -----------------------
                                                                  2001                               2000
                                                                  ----                               ----
                                                     BEER      SOFT DRINKS     OTHER      BEER    SOFT DRINKS   OTHER
                                                     ----      -----------     -----      ----    -----------   -----
<S>                                                 <C>             <C>        <C>      <C>             <C>     <C>
Net sales                                           5,238.9          967.0     319.6    4,288.1         848.8   113.5
Cost of sales                                       2,475.7          662.7     227.8    2,169.9         564.3   109.5
                                                    -------          -----     -----    -------         -----   -----
Gross profit                                        2,763.2          304.3      91.8    2,118.1         284.5     4.0
Selling and marketing expenses                       (538.2)        (153.0)    (16.6)    (478.0)        (90.5)   (9.9)
Direct distribution expenses                         (362.7)         (92.8)    (12.3)    (242.8)        (88.0)   (6.2)
General and administrative expenses                  (327.0)         (17.5)     (7.0)    (342.8)        (21.8)   (8.4)
Depreciation and amortization                        (206.4)         (35.4)    (14.7)    (159.3)        (39.6)   (3.4)
                                                    -------          -----      ----    -------         -----   -----
                                                    1,328.9            5.6      41.2      895.2          44.5   (23.9)
</Table>

----------
AMOUNTS MAY NOT ADD DUE TO ROUNDING.

     NET SALES.

     Net sales increased by 24.3% for the year ended December 31, 2001 to
R$6,525.6 million from R$5,250.3 million in the same period in 2000. This
increase was primarily as a result of the growth of the beer and soft drink
segments in Brazil, through standardization of best practices within the Skol,
Brahma, and Antarctica distribution networks, in addition to improved revenue
management. A shift in the packaging mix and a higher percentage of direct
distribution had a positive influence on net sales per hectoliter in 2001.

                                      -63-
<Page>

     BEER

     Net sales of beer increased by 22.2% for the year ended December 31, 2001
to R$5,238.9 million from R$4,288.1 million in the same period in 2000,
primarily as a result of pricing initiatives, improved revenue management and
better execution at the point of sale in the Brazilian operations. Strong
performances in Argentina and Venezuela, as well as the introduction of
operations in the Paraguayan and Uruguayan markets, also contributed to this
increase in net sales.

     BRAZILIAN BEER SALES. Net sales increased by 19.3% for the year ended
December 31, 2001, to R$4,824.5 million from R$4,044.2 million in the same
period in 2000, mainly as a result of pricing initiatives. During the year,
consumer prices for our three main brands, SKOL, BRAHMA and ANTARCTICA
increased 15.7%, 14.7% and 18.6%, respectively. Other reasons for the growth
in net sales of Brazilian beer include the increase in the proportion of
direct sales, further initiatives in sales force training to help standardize
and improve point of sale procedures, and a shift in mix toward
non-returnable packaging which increased net sales per hectoliter.

     INTERNATIONAL BEER SALES. Net sales outside of Brazil increased by 69.9%
for the year ended December 31, 2001 to R$414.4 million from R$243.9 million in
the same period of 2000. Sales volume increased 16.4% to 3.3 million hectoliters
in the international markets in 2001. This growth was achieved through market
share gains in Argentina and Venezuela, which at December 31, 2001 attained 16%
and 10% respectively, as a result of the introduction of direct distribution
centers in major cities. These distribution centers were essential in assuring a
better point of sale execution in both markets. Volume growth was also achieved
through new product launches, particularly the successful introduction of Brahma
Light into the Venezuelan market. Further growth in net sales was also achieved
through the additional volume sales in new international markets, Paraguay and
Uruguay, where operations commenced in October 2000 and February 2001,
respectively.

     An increase in the proportion of one-way packaging to 82.5% of sales volume
in 2001, compared to 73.7% in 2000, and higher levels of direct distribution in
the cities of Buenos Aires and Caracas, both contributed to a growth in net
sales per hectoliter and also increased net sales in the international market.

     SOFT DRINKS

     Net sales increased by 13.9% for the year ended December 31, 2001, to
R$967.0 million from R$848.8 million in the same period in 2000 as a direct
result of our strategy to focus on AmBev's core brands - Guarana Antarctica,
Pepsi and Sukita - and leverage point of sale execution from the high volume
beer brands. Sales volume for all soft drinks increased by 7.4%, while our core
brands volume increased by 17.0%. Net sales per hectoliter were also affected by
an increase in one-way packaging to 90.8% of sales volume in 2001, compared to
86.7% in 2000, as well as higher levels of direct distribution, contributing to
the overall growth in net sales.

     COST OF SALES.

     Total cost of sales increased by 18.4% for the year ended December 31, 2001
to R$3,366.2 million from R$2,843.7 million in the same period in 2000. In 2001,
increases in packaging and raw material costs contributed most to the increase
in cost of sales. These increases were primarily the effect of the 18.7%
devaluation of the real in 2001, as 44% of our costs were U.S.
dollar-denominated in 2001. Total cost of sales, excluding depreciation,
increased to R$3,008.8 million in 2001, which is 22.5% above the same period in
2000. Packaging costs per hectoliter, which mainly includes costs associated
with aluminum cans and PET bottles, and raw material costs per hectoliter,
principally malt, sugar and hops, together represented 71.1% and 70.2% of the
total cost of sales in 2001 and 2000, respectively.

                                      -64-
<Page>

     The negative impact of the devaluation of the local currency on cost of
sales was partially offset by synergies from the integration of the operations
of Antarctica and Brahma, which resulted in productivity and efficiency
improvements, and the shutdown of five of our soft drink plants that lowered
fixed costs. As a percentage of our net sales, cost of sales decreased to 51.6%
in 2001 from 54.2% in 2000.

     The following table sets forth the total cost breakdown, and cost of sales
per hectoliter:

<Table>
<Caption>
                                                                              COST BREAKDOWN
                                                   ------------------------------------------------------------------
                                                      2001          2000         2001         2000         % CHANGE
                                                   ---------      --------     --------     --------     ------------
                                                        (R$ IN MILLIONS)              R$/HL(1)               (%)
<S>                                                  <C>           <C>             <C>          <C>          <C>
Raw material...................................        869.8         736.8         10.8          9.0         20.0
Packaging......................................      1,522.3       1,258.8         18.8         15.4         22.1
Labor..........................................        218.9         191.6          2.7          2.3         17.4
Depreciation...................................        357.4         386.9          4.4          4.7         (6.4)
Other..........................................        397.8         269.6          4.9          3.3         48.5
TOTAL COST OF SALES............................      3,366.2       2,843.7         41.7         34.8         19.8
Cost of sales excluding depreciation...........      3,008.8       2,456.9         37.2         30.1         23.6
</Table>

----------
(1)  Includes sales volume of beer and soft drinks only.

     BEER

     The devaluation of the real was the main reason for the increased costs, as
it effectively increased the price of U.S. dollar-denominated commodities, such
as cans and malt. Cost of sales for beer increased 14.1% for the year to
December 31, 2001 to R$2,475.7 million from R$2,169.9 million in the same period
in 2000. In Brazil, cost of sales of beer increased by 10.4% for the year ended
December 31, 2001 to R$2,274.8 million from R$2,061.1 million in the same period
in 2000, and in cost of sales per hectoliter of 15.9%, to R$38.6 from R$33.3,
for the same periods. International operations cost of sales increased 63.3% for
the year to December 31, 2001 to R$200.9 million from R$123.0 million in the
same period in 2000, and in cost of sales per hectoliter of 40.1%, to R$60.1
from R$42.9, for the same periods. In addition to the effect of the devaluation,
the increases in sales volumes and the shift in the packaging mix toward
non-returnable containers contributed to the increase in costs per hectoliter
sold. However, as a percentage of sales, cost of sales for beer decreased from
50.6% in 2000 to 47.3% in 2001, as the increased costs were off-set by
additional margin generated through synergies and fixed cost savings, obtained
particularly through the strategies initiated after the combination of Brahma
and Antarctica.

     SOFT DRINK

     Cost of sales for the soft drink segment increased by 17.4% for the year
ended December 31, 2001 to R$662.7 million from R$564.3 million in the same
period in 2000. The principal reason for this increase was the devaluation of
the real, which effectively increased the price of U.S. dollar-denominated
commodities.

     GROSS PROFIT.

     Gross profit increased by 31.3% for the year ended December 31, 2001 to
R$3,159.4 million from R$2,406.6 million for the same period in 2000. Gross
margins rose to 48.4% in 2001 from 45.8% in 2000. Gross profit grew principally
due to improved net sales per hectoliter caused by the pricing initiatives on
the key beer brands as well as the realization of synergies and fixed cost
savings from the

                                      -65-
<Page>

integration of Brahma and Antarctica. These benefits were partially offset by
the negative impact of the devaluation of the real on U.S. dollar-denominated
costs.

     SELLING AND MARKETING EXPENSES

     Selling and marketing expenses increased by 22.4% for the year ended
December 31, 2001 to R$707.8 million from R$578.5 million, as a result of
additional investments in brand equity, including the Guarana Antarctica
sponsorship of the Brazilian national soccer team and the Pokemon and Friends of
Nature campaigns. As a percentage of net sales, selling and marketing expenses
decreased to 10.8% for the year ended December 31, 2001 from 11.0% in the same
period in 2000.

     DIRECT DISTRIBUTION EXPENSES

     Direct distribution expenses include product delivery charges and the cost
of sales and delivery personnel required to distribute our products. Direct
distribution expenses increased by 38.8% for the year ended December 31, 2001 to
R$467.8 million from R$337.0 million in the same period in 2000. This growth was
mainly due to higher direct sales, which accounted for 28.9% of total sales
volume in 2001, compared to 21.6% during 2000. Although the increase in direct
distribution results in higher net sales since we sell directly to the retailer,
it also results in more extensive transportation and storage expenses. As a
percentage of net sales, direct distribution expenses increased for the year
ended December 31, 2001 to 7.1% from 6.4% for the same period in 2000.

     GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses, including directors' fees, declined
5.8% for the year ended December 31, 2001 to R$351.5 million (R$330.0 million
excluding directors fees) from R$373.1 million (R$364.0 million excluding
directors fees) due principally to initiatives in processes optimization, such
as SAP implementation, completed in 2001, and a corporate restructuring, with
the creation of a Shared Services Center (SSC), located at the Jaguariuna plant
in Sao Paulo. By rationalizing administrative operating activities, we expect to
recognize the benefit of further process efficiencies in the short term, and
faster implementation of new technologies in the medium term. Director's fees
increased for the year ended December 31, 2001 to R$21.5 million from R$9.0
million in the same period in 2000.

     DEPRECIATION AND AMORTIZATION

     Depreciation and amortization increased by 26.8% for the year ended
December 31, 2001 to R$256.5 million from R$202.3 million in the same period in
2000. This increase reflects both the intensification of our sub-zero coolers
placement at strategically located and competitively significant points of sale
and the expansion of our direct distribution network.

     PROVISIONS FOR CONTINGENCIES

     Net provisions for contingencies charged to the statement of operations
amounted to R$33.9 million for the year ended December 31, 2001. This represents
a decrease of 87.4% from the R$269.2 million charged in the same period in 2000.

     The principal components of the provision in 2001 include R$37.9 million
for losses on obsolete bottles and crates and R$37.4 million against legal
exposures relating to a modification of the PIS/COFINS tax base in Brazil.
Further legal issues arising in 2001 resulting in exposures include R$23.8
million attributable to the principal and fines for a pending tax issue relating
to the payment of IPI and ICMS taxes, as well as R$17.1 million relating to
labor and other legal issues. Included also within

                                      -66-
<Page>

provisions in 2001 is R$16.1 million for losses of the sale of the assets from
Belem and Simoes Filho plants. All provisions for other items accounted for
R$18.5 million.

     These charges were offset by the reversal of R$123.8 million of revenue tax
(PIS) provisions in the year ended December 31, 2001, all of which had been
accrued in previous periods.

     OTHER OPERATING INCOME (EXPENSE), NET

     Other operating income, net increased by 1,110.3% for the year ended
December 31, 2001 to R$47.2 million from R$3.9 million in the same period in
2000. This increase is mainly composed of foreign exchange gains in our
subsidiaries abroad, which totaled R$35.0 million for the period ended December
31, 2001, compared to R$12.6 million for the same period in 2000.

     FINANCIAL INCOME AND FINANCIAL EXPENSES

     Our financial income consists not only of interest income, but also of
foreign exchange gains and gains on derivatives, including foreign currency
swaps and forward contracts. Our financial expenses consist of interest charges
on debt, but also include Brazilian financial transaction taxes and bank
charges, interest on contingencies, and foreign exchange losses, principally on
debt, and losses on derivatives, including cross currency interest rate swaps
and forward contracts.

     Financial income decreased by 4.2% for the year ended December 31, 2001 to
R$358.4 million from R$374.0 million in the same period in 2000. Financial
expenses increases by 23.4% for the year ended December 31, 2001 to R$861.5
million from R$698.0 million in the same period in 2000. Net financial expenses,
therefore, increased by 55.3% for the year ended December 31, 2001 to R$503.1
million from R$324.0 million in the same period in 2000. This was principally
due to an increase in net debt at the year ended December 31, 2001 of R$865.7
million to R$2,030.3 million from R$1,164.6 million recorded at December 31,
2000. The cost of servicing this debt has therefore increased, resulting
directly in the 23.4% increase in financial expenses. The increase in net debt
was principally associated with the issues of the Japanese Yen 39,060 million
syndicated loan and the U.S.$500.0 million 10-year Senior Loan Notes during
2001. These funds were used in part for capital expenditures during 2001 of
R$529.4 million, the acquisition of minority interests in IBANN of R$242.2
million and dividends and interest attributable to shareholders equity of
R$313.4 million.

     OPERATING INCOME.

     Operating income increased by 171.3% for the year ended December 31, 2001
to R$886.0 million from R$326.6 million in the same period in 2000.

     This increase was primarily the result of a 31.3% increase in gross profit
as a result of the pricing initiatives on the key beer brands, as well as the
realization of synergies from the combination of Brahma and Antarctica, which
partially offset the impact of higher U.S. dollar-denominated costs in local
currency due to the devaluation of the real.

     Total operating expenses, however, only increased by 9.3% for the year
to December 31, 2001 to R$2,273.4 million from R$2,080.0 million in the same
period in 2000. This was as a result of administrative cost saving
initiatives in 2001 as well as the provision recorded in 2000 in operating
expenses against legal exposures of R$269.2 million, significantly reducing
operating profit in that year.

                                      -67-
<Page>

     NON-OPERATING INCOME (EXPENSE), NET.

     Non-operating income (expense) increased by 85.7% for the year ended
December 31, 2001 to R$107.3 million from R$57.8 million in the same period
in 2000. The principal items within non-operating income (expense) were the
utilization of sales tax credits accumulated from 1989 to 1998, to pay
federal excise taxes (IPI) in Polar and income tax of Brahma and Antarctica,
accounting for R$68.8 million. Additionally, there was a R$26.0 million gain
related to revenue taxes (PIS), paid in prior years. Included also is a
benefit of R$14.3 million realized from the merger process of the minority
interests in IBANN and our participation in Salus.

     INCOME TAX BENEFIT (EXPENSE).

     Taxes on income amounted to a charge of R$52.0 million for the year
ended December 31, 2001, compared to a tax benefit of R$405.4 million in the
same period in 2000. At statutory income tax rates, the provision for income
tax and social contribution would have amounted to R$284.3 million in 2001.
Tax deductions due to the payment of interest on own capital generated tax
savings of R$96.7 million, while non-taxable gains generated in subsidiaries
abroad resulted in a benefit of R$151.5 million in 2001, compared to R$267.6
million in 2000. In 2000, we benefited from some tax restructuring
initiatives, particularly the creation of CBB. This allowed us to recognize
deferred tax assets of R$162.7 million. Other items accounted for an expense
of R$15.9 million in 2001.

     STATUTORY DISTRIBUTIONS AND CONTRIBUTIONS.

     Provisions for employee and management profit sharing increased by 51.3%
for the year ended December 31, 2001 to R$81.3 million from R$53.7 million in
the same period in 2000. This amount relates to variable remuneration of
employees and executives, and is a performance based bonus aligned with
AmBev's corporate goals, established by the Board of Directors, including,
among others, certain Economic Value Added ("EVA") targets. According to
AmBev's by-laws, the profit sharing payments cannot exceed 10% of net income
for employees and 5% for executives. During 2001, AmBev contributed R$75.8
million to the Zerrenner Foundation, to ensure that the Foundation's future
actuarial obligations were fully funded and expensed this amount directly to
income.

     MINORITY INTEREST.

     Minority shareholders in our subsidiaries shared in losses of R$0.3 million
for the year ended December 31, 2001, compared to earnings of R$265.9 million in
2000.

     NET INCOME.

     Net income increased by 66.9% for the year ended December 31, 2001 to
R$784.6 million from R$470.2 million in the same period in 2000.

                                      -68-
<Page>

YEAR ENDED DECEMBER 31, 2000 COMPARED WITH YEAR ENDED DECEMBER 31, 1999

     The table below sets forth the consolidated financial highlights of AmBev
for the year ended December 31, 2000 and Brahma, the predecessor (see
"-Accounting Periods and Principles"), for the year ended December 31, 1999,
respectively:

<Table>
<Caption>
                                                                               CONSOLIDATED FINANCIAL HIGHLIGHTS
                                                                        -----------------------------------------------
                                                                           2000              1999           % CHANGE
                                                                        ----------        ----------     --------------
                                                                          (R$ IN MILLIONS, EXCEPT VOLUME AMOUNTS,
                                                                             PERCENTAGES AND PER SHARE AMOUNTS)
<S>                                                                       <C>               <C>                   <C>
Sales volume - 000 hectoliters.......................................       81,988(3)         51,663               53.5
Net sales............................................................      5,250.3           3,248.3               61.6
Net revenue per hectoliter - R$/hl...................................         64.0              62.9                5.2
Cost of sales........................................................     (2,843.7)         (1,905.1)              49.3
Gross profit.........................................................      2,406.6           1,343.2               79.2
   GROSS MARGIN (%)..................................................         45.8%             41.4%
Selling, general and administrative expenses
   Selling and marketing  expenses...................................       (578.5)           (350.7)              65.0
   Direct distribution expenses......................................       (337.0)           (225.5)              49.4
   General and administrative expenses,  including directors' fees...       (373.0)           (206.9)              80.3
   Depreciation and amortization of deferred charges(1)..............       (202.3)            (95.4)             112.1
                                                                          --------            ------
                                                                          (1,490.8)           (878.5)              69.7
                                                                             915.8             464.7               97.1
Provision for contingencies..........................................       (269.2)            (51.2)             425.8
Net financial income (expenses)......................................       (324.0)           (129.3)             150.6
Other operating income, net..........................................          3.9              66.3              (94.1)
Net financial income (expenses) .....................................       (324.0)           (129.3)             150.6
                                                                          --------            ------
Operating income.....................................................        326.6             350.4               (6.8)
   OPERATING MARGIN (%)..............................................          6.2%             10.8%
Net income...........................................................        470.2             322.3               45.9
EPS - R$/000 SHARES(2)...............................................        12.19             46.66              (73.9)
</Table>

----------
AMOUNTS MAY NOT ADD DUE TO ROUNDING.

(1)  Does not include depreciation recorded on production assets within cost
     of sales

(2)  Calculated based on year end numbers of shares, excluding trasury shares

(3)  Volumes include Bavaria (79,308 thousand hectoliters excluding Bavaria).

                                      -69-
<Page>

MARGIN ANALYSIS

     For the year ended December 31, 2000 we fully consolidated the operations
of Antarctica on a line-by-line basis. Results for the year ended December 31,
1999 reflect the operations of Brahma only. The following table sets forth
certain items in our statement of operations expressed as percentages of net
sales for the periods indicated:

<Table>
<Caption>
                                                                                        YEAR ENDED DECEMBER 31,
                                                                                       -------------------------
                                                                                         2000             1999
                                                                                       --------         --------
                                                                                         (%)               (%)
<S>                                                                                     <C>              <C>
Net sales.......................................................................        100.0            100.0
Cost of sales...................................................................        (54.2)           (58.6)
Gross profit....................................................................         45.8             41.4
Selling and marketing expenses..................................................        (11.0)           (10.8)
Direct distribution expenses....................................................         (6.4)            (6.9)
General and administrative expenses, including directors' fees..................         (7.1)            (6.4)
Depreciation and amortization of deferred charges...............................         (3.9)            (2.9)
Provision for contingencies.....................................................         (5.1)            (1.6)
Other operating income, net.....................................................          0.1              2.0
Net financial income (expenses).................................................         (6.2)            (4.0)
Operating income................................................................          6.2             10.8
</Table>

FINANCIAL HIGHLIGHTS BY BUSINESS SEGMENT

     The following table sets forth certain financial highlights by business
segment for AmBev for the year ended December 31, 2000 and Brahma, the
predecessor, for the year ended December 31, 1999:

<Table>
<Caption>
                                                                      YEAR ENDED DECEMBER 31,
                                             ------------------------------------------------------------------------
                                                            2000                                  1999
                                             ----------------------------------     ---------------------------------
                                                             SOFT                                  SOFT
                                               BEER         DRINKS       OTHER        BEER        DRINKS       OTHER
                                             --------     ---------     -------     --------     --------     -------
<S>                                           <C>             <C>         <C>        <C>           <C>          <C>
Net sales.............................        4,288.1         848.8       113.5      2,741.0        393.9       113.4
Cost of sales.........................        2,169.9         564.3       109.5      1,461.3        364.0        79.7
                                             --------     ---------     -------     --------     --------     -------
Gross profit..........................        2,118.2         284.5         4.0      1,279.7         29.9        33.7
Selling and marketing expenses........         (478.0)        (90.5)       (9.9)      (292.0)       (47.5)      (11.2)
Direct distribution expenses..........         (242.8)        (88.0)       (6.2)      (164.4)       (57.0)       (4.1)
General and administrative expenses...         (342.8)        (21.8)       (8.4)      (181.9)       (13.0)      (12.0)
Depreciation and amortization.........         (159.3)        (39.6)       (3.4)       (75.0)       (17.5)       (2.9)
                                             --------     ---------     -------     --------     --------     -------
                                                895.2          44.5       (23.9)       566.4       (105.2)        3.5
</Table>

----------
AMOUNTS MAY NOT ADD DUE TO ROUNDING

     NET SALES.

     Net sales increased by 61.6% for the year ended December 31, 2000 to
R$5,250.3 million from R$3,248.3 million in the same period in 1999. This
increase was primarily a result of the consolidation of Antarctica in 2000, but
also reflected underlying volume growth and improved net sales per hectoliter in
the main beer and soft drinks segments in the Brazilian market.

     Additionally, the increases in net sales also resulted from the success in
the implementation of strategies aiming at improvements in the execution at the
point of sale and in the increased efficiency in the distribution network, as
well as the focus on the single soft drinks portfolio since August 2000.

                                      -70-
<Page>

Further volume growth was realized as a result of improvements in the
distribution infrastructure in Argentina and Venezuela.

     Among the drivers that contributed to the net sales per hectoliter growth
was the shift in packaging mix toward non-returnable containers commencing in
2000, particularly aluminum cans that became more prominent in 2001.

     BEER

     Net sales of beer increased by 56.4% for the year ended December 31, 2000
to R$4,288.1 million from R$2,741.0 million in the same period in 1999,
primarily as a result of the consolidation of Antarctica, but also as a result
of increases in beer sales volumes and pricing.

     BRAZILIAN BEER SALES. Net sales in Brazil increased by 60.3% to R$4,044.2
million from R$2,522.2 million in the same period in 1999. This was principally
caused by the consolidation of the Antarctica results in 2000, reflected in the
annual volumes growth of 43.9% in 2000. In addition to the consolidation of
Antarctica, sales volume increased due to the growth of the beverage market
resulting from the more favorable economic environment in Brazil in 2000.
Improvements in our sales and distribution practices, including a significant
increase in direct distribution as well as the introduction of our proprietary
beer cooling equipment for use in retail establishments focused on on-premise
consumption, contributed to the increase in beer sales volume. Our local beer
operations grew market share in an expanding market. However, while sales
volumes of Skol and Brahma beer products increased, sales volumes of Antarctica
beer products declined from Antarctica's 1999 sales volumes.

     Our net sales per hectoliter of beer sold in Brazil increased 4.8% for
the year ended December 31, 2001 to R$65.3 from R$62.3 in 1999. The increase
in net sales per hectoliter resulted largely from the increase in our direct
distribution, as well as improvements in revenue management and better
execution at the point of sale.

     INTERNATIONAL BEER SALES. Net sales in international markets increased
by 11.5% to R$243.9 million from R$218.8 million in the same period in 1999.
Sales in Argentina and Venezuela combined represented approximately 4.6% and
6.7%, respectively, of our total consolidated net sales in 2000. In
Argentina, our beer sales volume increased by 12.4% in 2000, primarily due to
improved point of sale execution and direct distribution of Brahma products
in Buenos Aires. Net sales per hectoliter in Argentina remained relatively
stable at R$74.8/hl. In Venezuela, our beer sales volume increased by 9.8% in
2000 as a result of Venezuela's economic recovery from a sharp recession in
1999 and the implementation of a direct distribution network. Net sales per
hectoliter in Venezuela decreased 2.4%, from R$107.2/hl in 1999 to R$104.6/hl
in 2000.

     SOFT DRINK

     Net sales of soft drinks increased by 115.5% for the year ended December
31, 2000 to R$848.8 million from R$393.9 million in the same period in 1999.
Sales volumes of soft drinks increased by 102.2% in 2000. In addition to the
consolidation of Antarctica, which increased the net sales of the Guarana
brands, soft drink sales volumes increased due to the growth of the Brazilian
beverage market resulting from the more favorable economic environment in Brazil
in 2000. Our net sales per hectoliter of soft drinks sold in Brazil in 2000 was
R$49.4/hl, compared to R$46.3/hl in 1999. This 6.7% increase in net
sales per hectoliter resulted largely from an increase in direct distribution.

     To better develop the soft drink and other non-alcoholic beverages
businesses, we created a dedicated division during 2000, segregating the soft
drinks and beer operations and reinforcing its focus

                                      -71-
<Page>

on the domestic beverage market. This division sets its own policies and
strategies, using our production and logistics structure. The strategy
implemented in 2000 concentrated on determining specific goals for the entire
organization in relation to the soft drink segment, focusing on and investing in
premium brands as well as adjusting its price policies for some types of
packaging formats.

     COST OF SALES.

     Cost of sales increased by 49.3% for the year ended December 31, 2000 to
R$2,843.7 million from R$1,905.1 million in the same period in 1999, principally
as a result of the consolidation of Antarctica but also due to higher key brand
sales volumes and increased costs of some of our principal raw materials,
including malt and aluminum cans. In 2000, increased packaging costs resulted
from the beginning of a shift toward non-returnables in the packaging mix, since
non-returnables represented 24.7% of total sales volumes compared to 23.7% in
1999, impacting both beer and soft drinks. This trend in packaging mix continued
during 2001.

     However, as a percentage of net sales, cost of sales decreased
significantly to 54.2% for the year ended December 31, 2000 from 58.6% for the
same period in 1999. This decrease was primarily due to synergies from the
operational integration of Antarctica and Brahma, which resulted in improvements
in production efficiencies at our industrial units and distribution, as well as
additional cost savings by significantly reducing fixed costs (labor and
others), including the closure of less cost-efficient plants. Beginning in April
2000, we closed three soft drink plants and redistributed production among the
remaining Brahma and Antarctica plants to more efficiently match logistical and
distribution requirements. We also transferred best practices from Brahma plants
to Antarctica plants and implemented strict operating procedures and quality
control measures to improve productivity in the Antarctica plants.

     The following table sets forth the total cost breakdown, and cost of sales
per hectoliter:

<Table>
<Caption>
                                                                              COST BREAKDOWN
                                                   --------------------------------------------------------------
                                                      2000         1999         2000       1999        % CHANGE
                                                   ---------     --------     --------   --------    ------------
                                                        (R$ IN MILLIONS)              R$/HL(1)
<S>                                                  <C>          <C>             <C>        <C>            <C>
Raw material................................           736.8        491.5          9.0        9.5            (5.3)
Packaging...................................         1,258.8        748.7         15.4       14.5             6.2
Labor.......................................           191.6         99.1          2.3        1.9            21.1
Depreciation................................           386.9        342.6          4.7        6.6           (28.8)
Other.......................................           269.6        223.1          3.3        4.3           (23.3)
TOTAL.......................................         2,843.7      1,905.0         34.8       36.8            (5.5)
Cost of sales excluding depreciation........         2,456.8      1,562.4         30.1       30.2            (0.3)
</Table>

----------
(1)  Includes sales volume of beer and soft drinks only.

AMOUNTS MAY NOT ADD DUE TO ROUNDING.

     BEER

     Cost of sales for beer increased by 48.5% for the year to December 31, 2001
to R$2,169.9 million from R$1,461.3 million in 1999. However, as a percentage of
net sales of beer, cost of beer sales decreased significantly to 50.6% for the
year ended December 31, 2000 from 53.3% for the year ended December 31, 1999.

                                      -72-
<Page>

     The increase in cost of sales resulted primarily from the consolidation of
Antarctica and, to a lesser extent, from the additional increase in Brahma's
sales volumes. Higher cost of sales also resulted from an increase in the cost
of malt and aluminum cans during 2000. Aluminum cans and malt costs increased
primarily because the price of aluminum and malt is indexed to the U.S. dollar.
Thus, the devaluation of the real in 2000 resulted in higher costs of those raw
materials. In addition, sales of beer in non-returnable packaging increased to
25% in 2000 from 23% in 1999, corresponding in an increase in the associated
production costs. We are able to sell beer in aluminum cans at a higher price
per hectoliter than beer sold in returnable bottles. However, the higher selling
price is more than offset by the increased cost of sales.

     SOFT DRINK

     Cost of sales for soft drinks increased by 55.0% for the year ended
December 31, 2000 to R$564.3 million from R$364.0 million in the same period in
2000. However, as a percentage of our net sales of soft drinks, cost of soft
drink sales decreased significantly to 66.5% for the year ended December 31,
2000 from 92.4% for the year ended December 31, 1999.

     The decrease in the percentage of soft drink net sales represented by the
cost of sales, as well as the decrease in the cost of sales per hectoliter,
resulted from the manufacturing, logistics and distribution efficiencies
realized from the integration of Brahma's and Antarctica's operations, including
the elimination during the second half of 2000 of a number of soft drink brands
and packaging formats, as well as the closing of three soft drink plants.

     GROSS PROFIT.

     Gross profit increased 79.2% for the year ended December 31, 2000 to
R$2,406.6 million from R$1,343.2 million for the same period in 1999. Our gross
margins increased as a result of the reduction of our cost of sales per
hectoliter and the increase in direct distribution, as well as improvements in
revenue management and better execution at the points of sale. In 2000, our
gross margin was 45.8%, compared to 41.4% in 1999.

     The increase in gross profit resulted from the consolidation of Antarctica,
the significant decline in costs of sales per hectoliter of beer and soft drinks
sold, the volume growth of beer and soft drinks which led to improved fixed
costs dilution and the increase in pricing resulting from higher levels of
direct distribution.

     SELLING AND MARKETING EXPENSES

     Selling and marketing expenses increased for the year to December 31, 2000
to R$578.5 million from R$350.7 million in the same period in 1999 as a direct
result of the consolidation of Antarctica. As a percentage of net sales, selling
and marketing expenses represented 11.0% in 2000, compared to 10.8% in 1999.

     DIRECT DISTRIBUTION EXPENSES

     Direct distribution expenses increased by 49.4% for the period ended
December 31, 2000 to R$337.0 million from R$225.5 million in the same period in
2000, mainly due to the increase in direct sales, which were responsible for
21.6% of the total sales volume in 2000, compared to 16.5% during 1999. Direct
distribution expenses per hectoliter, however, fell to R$19.7 million in 2000
from R$26.5 million in 1999. This 25.7% reduction reflected improved efficiency
in the direct distribution operations in 24 of the main Brazilian markets. In
addition to the recurring direct distribution expenses, a

                                      -73-
<Page>

portion of our selling, general and administrative expenses in 2000 related to
the expansion of our direct distribution network. We expect theses costs to
continue as we expand our direct distribution network. Distribution related
costs represented 22.6% of our total operating costs in 2000, compared to 25.7%
in 1999.

     GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses, including directors' fees, increased
by 80.3% for the year ended December 31, 2000 to R$373.0 million (R$364.0
million excluding directors' fees) from R$206.9 million (R$196.4 million
excluding directors' fees), primarily as a result of the consolidation of
Antarctica.

     DEPRECIATION AND AMORTIZATION

     Depreciation and amortization increased by 112.1% to R$202.3 million in
2000 from R$95.4 million in 1999. This increase was mainly associated with
the consolidation of Antarctica and Brahma, and to a lesser extent with the
expansion of our direct distribution network.

     PROVISIONS FOR CONTINGENCIES

     Net provisions for contingencies charged to the statement of operations for
the year ended December 31, 2000 for legal proceedings amounted to R$269.2
million. This compares to R$51.2 million charged for the year ended December 31,
1999. Of the amount recorded in 2000, R$103.4 million was attributable to the
principal and fines for a pending legal issue relating to the payment of IPI and
ICMS taxes. An additional R$55.5 million was provided for losses on obsolete
bottles and crates, and R$43.6 million was also provided as a result of legal
claims arising out of a change in the basis for calculation of the PIS/COFINS
tax implemented by the government.

     OTHER OPERATING INCOME (EXPENSE), NET

     Other operating income, net decreased by 94.1% for the year ended December
31, 2000 to R$3.9 million from R$66.3 million in the same period in 1999. This
decrease is mainly due to foreign exchange gains in our subsidiaries abroad,
which totaled R$57.3 million for the period ended December 31, 1999, compared to
R$12.6 million for the same period in 2000.

     FINANCIAL INCOME AND FINANCIAL EXPENSES

     Our financial income consists not only of interest income, but also of
foreign exchange gains and gains on derivatives, including foreign currency
swaps and forward contracts. Our financial expenses consist of interest charges
on debt, but also include Brazilian financial transaction taxes and bank
charges, interest on contingencies, and foreign exchange losses, principally on
debt, and losses on derivatives, including foreign currency swaps and forward
contracts.

     Financial income decreased by 44.6% for the year ended December 31, 2000 to
R$374.0 million from R$675.1 million in the same period in 1999. Financial
expenses decreased by 13.2% for the year ended December 31, 2000 to R$698.0
million from R$804.4 million in the same period in 1999. Net financial expenses,
therefore, increased by 150.5% for the year ended December 31, 2000 to R$324.0
million from R$129.3 million in the same period in 1999. This was mainly as a
result of the consolidation of Brahma and Antarctica and to an increase in net
debt of R$880.4 million to R$1,164.6 million at December 31, 2000 from R$284.2
million recorded at December 31, 1999.

                                      -74-
<Page>

     OPERATING INCOME.

     Operating income for the year December 31, 2000 decreased by 6.8% to
R$326.6 million from R$350.4 million in the same period in 1999.

     The principle reason for the decrease was the R$269.2 million of legal
provisions recorded in 2000, as compared to only R$51.2 million in 1999.
Operating income, excluding net financial expenses and provision for legal
proceedings, increase by 73.2% for the year ended December 31, 2000 to R$919.7
million from R$530.9 million in the same period in 1999. This performance
reflected not only the success in the rapid integration of the Brahma and
Antarctica, which made possible the more rapid than expected capture of
synergies, but also the quality of the point of sale execution, guaranteeing
growth in volumes sales and revenue per hectoliter.

     NON-OPERATING INCOME (EXPENSE), NET.

     We recognized non-operating income of R$57.8 million for the year ended
December 31, 2000, as compared to the R$19.9 million recognized in the same
period in 1999. This income is mainly related to a gain on the sale of the
Bavaria brand related assets to Molson totaling R$42.8 million. This transaction
occurred as a consequence of the conditions for approval by the Brazilian
antitrust authority (CADE) of the combination of Brahma and Antarctica. The
mandatory sale was completed in accordance with the scheduled timetable imposed
by the anti-trust authorities. Non-operating gains of R$18.7 million were also
booked on ICMS (state VAT tax) and IPI (federal excise tax) credits on capital
expenditures prior to October 1996, and other credits related to the sales tax
PIS/COFINS (federal tax on revenues). These gains were reduced by R$3.7 million
in non-operating charges due to losses on tax credits.

     INCOME TAX BENEFIT (EXPENSE).

     We recognized an income tax and social contribution benefit in the amount
of R$405.4 million for the year ended December 31, 2000, as compared to a
benefit of R$17.6 million in the same period in 1999. After the conclusion of
studies regarding the legal structure of AmBev, some of the group's subsidiaries
were reorganized based on a timetable that would allow the use of income tax
loss carry-forwards accumulated during previous years. An income tax and social
contribution benefit in the amount of R$162.7 million was recognized given
expected utilization of tax loss carry-forwards. Additionally, deferred tax
liabilities totaling R$267.6 million were reversed as tax restructuring measures
resulted in profits earned by subsidiaries abroad becoming non-taxable. Also, a
R$61.2 million tax savings resulted from the payment of interest on own capital
to shareholders in 2000, payments of which are tax deductible. Other tax
benefits utilized in 2000 amounted to R$26.3 million.

     STATUTORY DISTRIBUTION AND CONTRIBUTIONS

     According to our by-laws, the maximum percentage of net income to be paid
in profit sharing is 10% for employees and 5% for directors. Profit sharing is
directly commensurate with the attainment of corporate goals, including those
related to EVA, profitability and growth targets. Since the corporate goals set
for 2000 were achieved, we made a provision for profit sharing totaling R$53.7
million compared to R$39.9 million in the same period in 1999.

     MINORITY INTEREST.

     Minority shareholders in our subsidiaries shared in earnings of R$265.9
million in 2000, compared to losses of R$14.0 million in 1999.

                                      -75-
<Page>

     NET INCOME.

     Net income increased by 45.9% for the year ended December 31, 2000 to
R$470.2 million from R$322.3 million in the same period in 1999. The increase in
2000 was as a result of the increase in our gross profit driven by the
consolidation of Antarctica, some cost-savings recognized on the integration of
Brahma and Antarctica and the income tax benefits recognized on the
restructuring during 2000. This was partially off-set by an additional legal
provisions and increased financial expenses.

LIQUIDITY AND CAPITAL RESOURCES

     Our primary sources of liquidity have historically been cash flows from
operating activities and borrowings. Our material cash requirements have
included the following:

     -    capital expenditures;

     -    our share buy-back program;

     -    payments of dividends and interest attributable to shareholders'
          equity;

     -    the servicing of our indebtedness;

     -    increases in ownership of our subsidiaries or companies in which we
          have equity investments; and

     -    investments in companies participating in the brewing, soft drink and
          malting industries.

     Our cash and cash equivalents and trading securities (which consist of
short-term marketable securities) at December 31, 2001, 2000 and 1999 were
R$2,539.0 million, R$1,028.3 million, and R$1,697.4 million, respectively. The
increase in the amount of our cash and cash equivalents at the end of 2001
compared to the end of 2000 was principally due to the Japanese Yen 39,060
million (R$760.9 million at December 31, 2001 exchange rates) syndicated loan
and the U.S.$500 million (R$1,160.2 million at December 31, 2001 exchange rates)
10-year Senior Note issued in August and December 2001, respectively. The
decline in the amount of our cash and cash equivalents and trading securities at
the end of 2000 compared to the end of 1999 was due to the repayment of a
significant portion of Antarctica's outstanding debt during 2000.

     We believe that cash flows from operating activities, along with access to
borrowings, available cash and cash equivalents and trading securities, will be
sufficient to fund our capital expenditures, debt service and dividend payments
in 2002.

CASH FLOWS

     OPERATING ACTIVITIES.

     Our cash flows from operating activities totaled R$1,481.5 million for the
year ended at December 31, 2001, R$1,312.6 million for the year ended at
December 31, 2000 and R$1,103.0 million for the year ended at December 31, 1999.
Our cash generated in 2001 reflected an 8.9% increase over 2000, as a
consequence of a 66.9% higher level of net income in 2001. However, the movement
in net income was diluted in cash terms by certain non-cash items in the year
ended December 31, 2000, such as the minority interest expense of R$265.9
million and the increased provisioning for legal proceedings of

                                      -76-
<Page>

R$214.9 million, both of which resulted in significantly higher cash conversion
in that year of 273.8%, as compared to 178.7% in 2001. Cash flows from operating
activities in 2000 was 11.8 % above the same period in 1999 mainly because of
higher net income due to the combination of Antarctica and Brahma.

     INVESTING ACTIVITIES.

     Cash flows used in our investing activities were R$1,029.3 million for the
year ended December 31, 2001, R$126.3 million for the year ended December 31,
2000 and R$299.2 million for the year ended December 31, 1999. The higher cash
utilization in investing activities in 2001 compared to 2000 reflects higher
capital investments in property, plant and equipment, and net cash investments
in the equity of Cympay, Polar, Pilcomayo, IBANN and Astra, which totaled
R$666.9 million. In 2000, total investing activity expenditures were reduced by
the receipt of proceeds of R$245.4 million in connection with the disposal of
assets, principally relating to the sale of Bavaria as opposed to 2001 when the
disposal of assets generated R$42.2 million. Cash flows used in investing
activities for the year ended December 31, 1999 were R$272.9 million, mainly
composed of investments in property, plant and equipment amounting to R$312.4
million, reduced by R$76.2 million generated on the disposal of assets.

     FINANCING ACTIVITIES.

     Proceeds from our financing activities were R$1,384.4 million for the year
ended December 31, 2001, compared to cash flows used in financing activities of
R$2,081.3 million in 2000 and R$187.4 million in 1999. The proceeds generated in
2001 reflected both the Japanese Yen 39,060 million syndicated loan issued in
August 2001 and the U.S.$500.0 million 10-year Senior Note issued in December
2001, as well as the lower repayment requirements for short and long-term debt.
We repaid R$1,343.9 million of debt in 2001, compared to repayments of R$2,726.5
million in 2000. Following the lifting of restrictions upon termination of
CADE's interim order in April 2000, we repaid a substantial portion of the
outstanding debt of Antarctica, which had been significantly leveraged. During
the year ended December 31, 1999, as issuances and repayments were R$1,335.8
million and R$1,362.8 million, respectively, the principal use for cash was the
payment of distributions to shareholders.

     We paid cash dividends (including in the form of return of capital in 2000)
and interest attributable to shareholders' equity (including withholding taxes
paid by us on behalf of our shareholders in respect thereof ) of R$313.4
million, R$221.2 million and R$178.2 million, respectively, for the years ended
December 31, 2001, 2000 and 1999.

DEBT

     As of December 31, 2001, our outstanding debt totaled R$4,569.3 million (of
which R$1,720.0 million was short term debt, including R$334.8 million of the
current portion of long term debt). Our debt consisted of R$1,042.0 million of
real-denominated debt and R$3,527.4 million of foreign currency-denominated
debt. The weighted average annual interest rate for the short and long-term
portions of the local currency-denominated debt was 11.0% and 9.0%, and the
average maturity was 0.5 and 2.6 years, respectively. The weighted average
annual interest rate for the short and long-term portions of the foreign
currency-denominated debt was approximately 5.6% and 10.3%, and the average
maturity was 0.6 and 6.5 years, respectively.

     As of December 31, 2000, our outstanding debt totaled R$2,192.9 million (of
which R$1,265.3 million was short term debt, including R$426.5 million of the
current portion of long term debt). Our debt consisted of R$1,018.6 million of
real-denominated debt and R$1,174.3 million of U.S dollar-denominated debt. The
weighted average annual interest rate for the short and long-term portions of
the local currency-denominated debt was 12.9% and 10.2%, and the average
maturity was 0.4 and 2.5

                                      -77-
<Page>

years, respectively. Foreign currency-denominated debt of R$1,174.3 million
represented 53.6% of total debt at December 31, 2000. The weighted average
annual interest rate for the short and long-term portions of the foreign
currency-denominated debt was 8.2% and 9.1%, and the average maturity was 0.6
and 2.9 years, respectively.

     As of December 31, 1999, our outstanding debt totaled R$1,981.6 million (of
which R$1,042.9 million was short term debt, including R$220.3 million of the
current portion of long term debt). Our debt consisted of R$1,029.9 million of
real-denominated debt and R$951.7 million of U.S dollar-denominated debt.

     The following tables sets forth our net debt consolidated position as of
December 31, 2001, 2000 and 1999:

<Table>
<Caption>
                                                                  NET DEBT CONSOLIDATED POSITION
                                           --------------------------------------------------------------------------
                                                           2001                                    2000
                                           ----------------------------------      ----------------------------------
                                             LC(1)        FC(2)        TOTAL         LC(1)        FC(2)        TOTAL
                                           --------     --------     --------      --------     --------     --------
                                                                        (R$ IN MILLIONS)
<S>                                         <C>          <C>          <C>           <C>          <C>          <C>
Short-term Debt(3)..................          271.0      1,449.0      1,720.0         316.8        948.5      1,265.3
Long-term Debt......................          771.0      2,078.4      2,849.4         701.8        225.8        927.6
TOTAL...............................        1,042.0      3,527.4      4,569.3       1,018.6      1,174.3      2,192.9

Cash and marketable securities......                                  2,539.0                                 1,028.3
                                                                     --------                                --------
Net Debt............................                                  2,030.3                                 1,164.6
</Table>

----------
AMOUNTS MAY NOT ADD DUE TO ROUNDING.

(1)  LC = Local Currency

(2)  FC = Foreign Currency

(3)  Includes the current portion of long-term debt

<Table>
<Caption>
                                                                  NET DEBT CONSOLIDATED POSITION
                                           --------------------------------------------------------------------------
                                                           2000                                    1999
                                           ----------------------------------      ----------------------------------
                                             LC(1)        FC(2)        TOTAL         LC(1)        FC(2)        TOTAL
                                           --------     --------     --------      --------     --------     --------
                                                                        (R$ IN MILLIONS)
<S>                                         <C>          <C>          <C>           <C>            <C>        <C>
Short-term Debt(3)..................          316.8        948.5      1,265.3         251.1        791.8      1,042.9
Long-term Debt......................          701.8        225.8        927.6         778.8        159.9        938.7
TOTAL...............................        1,018.6      1,174.3      2,192.9       1,029.9        951.7      1,981.6

Cash and marketable securities......                                  1,028.3                                 1,697.4
                                                                     --------                                --------
Net Debt............................                                  1,164.6                                   284.2
</Table>

----------
AMOUNTS MAY NOT ADD DUE TO ROUNDING.

(1)  LC = Local Currency

(2)  FC = Foreign Currency

(3)  Includes the current portion of long-term debt

                                      -78-
<Page>

     LONG-TERM DEBT

     As of December 31, 2001, our long-term debt, excluding the current portion
of long-term debt, totaled R$2,849.4 million of which R$771.0 million was
denominated in reais. The remainder was denominated in Japanese Yen and U.S.
dollars. The current portion of our long-term debt totaled R$334.8 million as of
December 31, 2001. See "Item 11--Quantitative and Qualitative Disclosures About
Market Risk" for our policy with respect to mitigating foreign currency risks
through the use of financial instruments and derivatives.

     As of December 31, 2000, our long-term debt, excluding the current portion
of long-term debt, totaled R$927.6 million of which R$701.8 million was
denominated in reais. The remainder was denominated in U.S. dollars. The current
portion of our long-term debt totaled R$426.5 million as of December 31, 2000.

     As of December 31, 1999, our long-term debt, excluding the current portion
of long-term debt, totaled R$938.7 million of which R$778.8 million was
denominated in reais. The remainder was denominated in U.S. dollars. The current
portion of our long-term debt totaled R$380.1 million as of December 31, 1999.

     Our cash interest expense was R$260.5 million, R$265.8 million, and R$250.1
million for 2001, 2000 and 1999 respectively.

<Table>
<Caption>
                                                                                                     LONG-TERM
                                                                                                 DEBT MATURITY(1)
                                                                                               --------------------
                                                                                                 (R$ IN MILLIONS)
<S>                                                                                                  <C>
2003....................................................................................               420.9
2004....................................................................................               915.0
2005....................................................................................               114.7
2006....................................................................................                39.9
2007 and later..........................................................................             1,358.9
TOTAL...................................................................................             2,849.4
</Table>

----------
Amounts may not add due to rounding.

(1) Excludes the current portion of long-term debt

     In August 2001, AmBev raised Japanese Yen 39,060 million through a
syndicated loan. The loan has a three-year maturity and an interest rate of Yen
LIBOR plus 2.37% per annum. We have contracted cross currency interest rate
swaps and forward contracts to mitigate the currency risk, swapping the currency
to U.S. dollars and fixing our interest rate at LIBOR plus 5.7% per annum,
varying over the term of the loan. This exposure was simultaneously swapped to
reais at a floating rate of interest consistent with our treasury policies. This
loan is jointly guaranteed by AmBev and its subsidiaries and is subject to
indebtedness and liquidity ratios.

     In December 2001, CBB issued a U.S.$500.0 million 10-year Senior Note,
fully guaranteed by AmBev, offered under Rule 144A to Qualified Institutional
Buyers and under Regulation S. This loan significantly increased the average
maturity of outstanding debt and represented the first AmBev offering to the
fixed-income market following the investment grade rating received from Moody's,
Fitch and Standard & Poors. The transaction was priced at a 98.56% of the
nominal principal amount with a coupon rate of 10.5%. We are obligated to
consummate an exchange offer registered with the SEC to cause the notes to
generally become freely transferable, no later than December 15, 2002. Should
this requirement not be met, the annual interest rate on the notes will increase
by 0.5% above the initial note

                                      -79-
<Page>

rate, until the exchange offer is consummated. These notes contain certain
covenants and events of default which, if triggered, cause accelerated
amortization.

     In accordance with our foreign currency risk management policy, we have
consummated forward and swap foreign exchange contracts to mitigate currency
risks. For further details on foreign currency-denominated debt and hedging
transactions, See "Item 11--Quantitative and Qualitative Disclosures About
Market Risk -- Foreign exchange rate risk."

     Those proceeds have been used principally to repay short-term debt, but
also to finance part of AmBev's capital expenditure program and for general
corporate purposes. During the year ending December 31, 2002, we expect to pay
down R$560.0 million in short term debt with the proceeds of the issue, of which
R$128.0 million has already taken place as of March 1, 2002.

     We continually evaluate possible acquisitions of, or investments in,
businesses, products and technologies that are complementary to our business and
any such acquisitions or investments may be financed with additional debt. We
contracted to acquire a 37.5% economic interest in the Argentinean brewing
company Quilmes in May of 2002, with the consideration being split between a
cash payment of R$346.4 million and brewing assets given up in Argentina,
Paraguay, Bolivia and Uruguay. We anticipate that the cash payment will be
funded from our existing cash position and will not require additional debt.

     Our long-term debt at December 31, 2001 also consisted of plant expansion
program loans from the Brazilian government and a U.S. dollar-denominated
project financing loan from the International Finance Corporation, or IFC. Our
reais-denominated borrowings consisted primarily of long-term plant expansion
and other loans from governmental agencies including the Brazilian Economic and
Social Development Bank, or BNDES, and BNDES programs, including Fund for
Financing the Acquisition of Industrial Machinery and Equipment, or FINAME, and
Financing Fund for Studies and Projects, or FINEP. In May 2001 we consummated a
further line of credit agreement with BNDES totaling R$216.5 million of which
R$168.2 million was received in 2001; the balance will be drawn down in 2002.
The line of credit becomes payable after one year in monthly installments with
final maturity in December 2008.

     At December 31, 2001, R$3,527.4 million of our total borrowings (including
the current portion of long term debt) were denominated in foreign currencies.
At the December 31, 2001 exchange rate, R$694.7 million represents the Japanese
Yen-denominated syndicated loan, R$1,164.6 million the U.S. dollar denominated
10 Year Senior Loan Notes, R$1,178.5 million represents U.S. dollar denominated
raw material import financing, and the remainder of R$489.6 million other U.S.
dollar denominated debt.

     SHORT-TERM DEBT.

     As of December 31, 2001 our short-term debt totaled R$1,720.0 million and
consisted primarily of financing for the importation of raw materials and
equipment, and working capital financing. As of December 31, 2001, 84.2% of our
short-term debt was denominated in foreign currencies, with an annual weighted
average interest rate of approximately 5.7%.

     SECURED DEBT.

     Certain of our loans, with an aggregate outstanding principal balance of
R$904.0 million at December 31, 2001, are secured by either our facilities
located in, or equipment in our facilities located in, Agudos, Jacarei, Minas
Gerais, Nordeste, Aguas da Serra (Guarulhos), Aguas Claras (Sergipe), Aguas
Claras do Sul, Nova Rio (Rio de Janeiro), Brasilia, Teresina, Goiania, Manaus,
Montenegro, Aquiraz,

                                      -80-
<Page>

Santa Catarina, Cebrasa, Natal, Jacarepagua, Jundiai, Curitiba, and Sapucaia.
The loans, which include the loans provided by the IFC and BNDES, were used to
expand or modernize our facilities and equipment.

     SALES TAX DEFERRALS AND OTHER TAX CREDITS.

     We currently participate in several programs by which a portion of payments
of value-added tax on sales and services (ICMS) due from sales generated by
specific production facilities are deferred for periods of generally five years
from their original due date. Percentages deferred typically range from 40% to
75% over the life of the program. Balances deferred generally accrue interest
and are partially inflation indexed, with adjustments generally set at 60% to
80% of changes in a general price index. The amount deferred at December 31,
2001 included R$164.6 million which will become payable through 2002 and R$582.2
million thereafter. The amount deferred at December 31, 2001 totaled R$746.8
million.

     We also participate in ICMS value-added tax credit programs offered by
various Brazilian states which provide tax credits to offset ICMS value-added
tax payable. In return, we are committed to meeting certain operational
requirements including, depending on the State, production volume and employment
targets, among others. The grants are received over the lives of the respective
programs. In the years ended December 31, 2001 and 2000 we recorded R$94.5
million and R$82.2 million, respectively, of tax credits as a reduction of
indirect taxes on sales. The benefits granted are not subject to withdrawal in
the event that we do not meet the program's targets; however, future benefits
may be withdrawn.

     COMMITMENTS AND CONTINGENCIES.

     We are subject to numerous commitments and contingencies with respect to
tax, labor, distributors and other claims. See "Business--Legal Proceedings" and
note 18 to our annual audited consolidated financial statements, and discussions
on our critical accounting policies.

     The following table summarizes AmBev's significant contractual obligations
and commitments that impact its liquidity:

<Table>
<Caption>
                                                     UP TO 1 YEAR       2-3 YEARS      AFTER 3 YEARS         TOTAL
                                                   ----------------   -------------  -----------------     ---------
                                                                              (R$ IN MILLIONS)
<S>                                                       <C>             <C>              <C>               <C>
Long-term debt(1)...........................              334.8           1,335.9          1,513.4           3,184.1
Sales tax deferrals(2)......................              164.6             234.9            347.3             746.8
Capital expenditure commitments.............               94.0
                                                   ----------------   -------------  -----------------     ---------
Total contractual cash commitments..........              593.4           1,570.8          1,860.7           3,930.9
                                                   ================   =============  =================     =========
</Table>

----------
(1)  Includes current portion.  Detailed in note 12 to our audited financial
     statements.

(2)  The sales tax deferrals are detailed in note 13 to our audited financial
     statements.

CAPITAL INVESTMENT PROGRAM

     In 2001, capital expenditures in plant and equipment totaled R$529.4
million. These expenditures included investments in maintenance and production
equipment of approximately R$261.0 million, investment in warehousing for direct
distribution of R$83.4 million, expenditures for the upgrade and replacement of
bottles and crates of R$66.5 million and continued investments in

                                      -81-
<Page>

information technology of R$35.9 million. Investments in subsidiaries and
affiliates, including acquisition of intangible assets net of cash, totaled
R$220.1 million and included the purchase of 95.4% of the voting capital of
Cympay and the increase of our participation in Polar to 98.1% of the voting
capital.

     In 2000, we invested R$323.8 million (including the payment of R$28.8
million for deferred assets), which included investments in point of sale
coolers, returnable bottles and crates, production equipment, equipment and
warehousing for direct distribution and information technology. We invested
approximately R$148.0 million in production equipment, approximately R$121.8
million in maintenance of existing capacity, direct distribution and information
technology, approximately R$75.0 million to acquire point-of-sale sub-zero
coolers designed specifically for the Brazilian market and approximately R$72.0
million to replace returnable cases and bottles.

     Prior to the combination, Brahma and Antarctica had each made significant
investments in their production facilities. From 1994 to 1998, Brahma pursued an
aggressive investment program to modernize and expand its production facilities
by renovating some existing facilities and replacing older breweries primarily
located in city centers that have high operating costs with new technologically
advanced facilities located outside city centers. Brahma's capital investment
program closely followed the increase in consumer demand in Brazil subsequent to
the introduction of the real in July 1994.

     Between 1994 and 1998, Brahma invested a total of R$2,272.6 million for
capital expenditures, primarily in its expansion and modernization program. The
three main construction projects were the Nova Rio plant in Rio de Janeiro, the
Sergipe plant in northeastern Brazil, and the Rio Grande do Sul plant in
southern Brazil. The Nova Rio plant produces both beer and soft drinks with
highly advanced brewing technology. This plant commenced operations in May 1996
and has an installed annual production capacity of 13.8 million hectoliters of
beer, which represents approximately 23% of our total annual beer production
capacity in Brazil, and six and a half million hectoliters of soft drinks. The
Sergipe and Rio Grande do Sul facilities, which each have an annual beer
production capacity of three and a half million hectoliters, became operational
at the end of 1998, marking the conclusion of the plan to increase installed
capacity and plant modernization. The Sergipe and Rio Grande du Sul plants are
located in the northeast and south of Brazil, respectively, and are expected to
help us overcome our peak season shortages in these regions while keeping pace
with expected consumption growth. In 1998 Brahma closed two old plants in Rio
Grande do Sul: a beer plant and a soft drink plant. These two plants had a
combined annual production capacity of about two million hectoliters.

     ANTARCTICA

     In 1999, Antarctica concluded a 10-year capital investment program, the
purpose of which was to modernize its plants and information systems,
restructure its operations and distribution network to increase efficiency, and
introduce new product lines. Antarctica's capital expenditures totaled R$109.3
million, R$195.8 million and R$107.7 million in 1999, 1998 and 1997,
respectively. Those capital expenditures were used by Antarctica principally to
build two new beer plants and two new plants for mixed production (beer and soft
drinks), upgrade the beer production facilities at two existing plants, add four
new bottling lines in its plants, purchase and install the R/3 satellite-linked
industrial integration software produced by SAP AG of Germany, replace and
upgrade machinery, and improve effluent and industrial waste treatment processes
at its industrial plants.

                                      -82-
<Page>

                                SHARE INFORMATION

NYSE ADR LISTING

     On September 15, 2000, AmBev's ADRs began trading on the New York Stock
Exchange, with one ADR representing 100 preferred or common shares.

STOCK SPLIT

     On October 20, 2000, the Company's share split was approved, thus each
shareholder received five shares for each pre-split share owned and
consequently, the Company's capital became comprised of 15,976,336,000 common
shares and 22,669,744,000 preferred shares.

Item 6.   Directors, Senior Management and Employees

                   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

     The Board of Directors and the executive officers oversee AmBev's
administration. The Board of Directors is comprised of three to 15 members who
must be shareholders of AmBev and provides the overall strategic direction of
AmBev. Directors are elected at general shareholders' meetings by holders of
common shares for a three-year term. Day-to-day management is delegated to the
executive officers of AmBev, who must number at least two but no more than 15.
The Board of Directors appoints executive officers for a two-year term. The
AmBev shareholders' agreement regulates the election of directors of AmBev by
the controlling shareholders. See "Item 7--Major Shareholders and Related Party
Transactions--AmBev Shareholders' Agreement--Management of AmBev".

DIRECTORS

     The following table sets forth information with respect to the directors of
AmBev:

<Table>
<Caption>
                                                  BOARD OF DIRECTORS(1)
                                                                                       DIRECTOR      TERM
NAME                                             AGE(2)             POSITION             SINCE      EXPIRES
------                                         ---------  ------------------------    -----------  ----------
<S>                                                <C>    <C>                             <C>         <C>
Marcel Herrmann Telles.....................        52     Co-Chairman and Director        1999        2005
Victorio Carlos De Marchi..................        63     Co-Chairman and Director        1999        2005
Jorge Paulo Lemann.........................        62     Director                        1999        2005
Carlos Alberto da Veiga Sicupira...........        54     Director                        1999        2005
Jose Heitor Attilio Grascioso..............        70     Director                        1999        2005
Roberto Herbster Gusmao....................        79     Director                        1999        2005
Jose de Maio Pereira da Silva..............        79     Director                        1999        2005
Vicente Falconi Campos.....................        61     Director                        1999        2005

<Caption>
                                                  ALTERNATE MEMBERS
<S>                                                <C>    <C>                             <C>         <C>
Roberto Moses Thompson Motta...............        44     Alternate Director              1999        2005
Fersen Lamas Lambranho.....................        40     Alternate Director              2002        2005
</Table>

----------
(1)  Marcel Telles, a Co-Chairman of the Board of Directors, was appointed by
     Braco and ECAP, the former controlling shareholders of Brahma, while
     Victorio Carlos De Marchi, a Co-Chairman of the Board of Directors, was
     appointed by the Zerrenner Foundation, the former controlling shareholder
     of Antarctica. Braco and ECAP appointed two additional directors--Jorge
     Paulo Lemann and Carlos Alberto Sicupira. The Zerrenner Foundation
     appointed three additional directors--Jose Heitor Attilio Gracioso, Roberto
     Herbster Gusmao and Jose de Maio Pereira da Silva. Both alternate directors
     were appointed by Braco and ECAP, the former controlling shareholders of

                                      -83-
<Page>

     Brahma. The alternate members of the Board of Directors of AmBev were
     appointed in order to replace, if and when necessary, any of the directors
     appointed by Braco and ECAP.

(2)  Age as at May 31, 2002.

     The following are brief biographies of each of AmBev's directors:

     MARCEL HERRMANN TELLES. Mr. Telles is the Co-Chairman of the Board of
Directors of AmBev. He served as Chief Executive Officer of Companhia Cervejaria
Brahma from 1989 to 1999. He is also currently a member of the Board of
Directors of Lojas Americanas S.A. Mr. Telles has a degree in economics from the
Federal University of Rio de Janeiro and attended the Owners/Presidents
Management Program at Harvard Business School. His principal business address is
Av. Maria Coelho Aguiar, 215, Bloco F. 6 DEG. andar, Sao Paulo, Brazil.

     VICTORIO CARLOS DE MARCHI. Mr. De Marchi is the Co-Chairman of the Board of
Directors of AmBev and the Chairman of the Board of Directors of CBB. Mr. De
Marchi joined Antarctica in 1961 and held various positions during his tenure,
including Chief Executive Officer from 1998 to April 2000. Mr. De Marchi was
also president of the Brazilian beer producers' association (Sindicerv) until
February, 2002 and is a member of the orientation committee of the Zerrenner
Foundation. Mr. De Marchi has a degree in economics from Faculdade de Economia,
Financas e Administracao de Sao Paulo and a law degree from SAO BERNARDO DO
CAMPO LAW SCHOOL. His principal business address is Av. Maria Coelho Aguiar,
215, Bloco F, 6 DEG. andar, Sao Paulo, BRAZIL.

     JORGE PAULO LEMANN. Mr. Lemann is a member of the Board of Directors of
AmBev. He is also a board member of Lojas Americanas S.A. in Brazil, the
Gillette Company and Swiss Re; Chairman of the Latin American Advisory Committee
of the New York Stock Exchange; founder and board member of Fundacao Estudar,
provider of scholarships for needy students in Brazil; and member of the
International Advisory Boards of the Credit Suisse Group and DaimlerChrysler. He
previously served as a member of the Board of Directors of Brahma from 1990 to
2001. He holds an A.B. degree from Harvard Business School, class of 1961. His
principal business address is Av. Brig. Faria Lima, 3729, 7 DEG. andar, Sao
Paulo, Brazil.

     CARLOS ALBERTO DA VEIGA SICUPIRA. Mr. Sicupira is a member of the Board of
Directors of AmBev. He also served as a member of the Board of Directors of
Brahma from 1990 until 1999. He is also currently a Managing Partner of GP
Investimentos Ltda., a director of Artex S.A. and Submarino.com Ltd. He has been
chairman of the Board of Directors of Lojas Americanas S.A. since 1992 and
served as a member of the Board of Directors of Playholding since 1995. Mr.
Sicupira has a degree in business administration from the Federal University of
Rio de Janeiro and a degree from the Harvard Business School. His principal
business address is Av. Brig. Faria Lima, 3729, 7 DEG. andar, Sao Paulo, Brazil.

     JOSE HEITOR ATTILIO GRACIOSO. Mr. Gracioso is a member of the Board of
Directors of AmBev. Mr. Gracioso joined Antarctica in 1946 and held various
positions during his tenure. In 1994, Mr. Gracioso was elected to Antarctica's
Board of Directors and, in 1999, he was elected Chairman of the Board of
Directors of Antarctica, a position he held until April 2000. He holds a degree
in marketing from the ESCOLA SUPERIOR DE PROPAGANDA DE SAO PAULO, a degree in
business administration from FUNDACAO GETULIO VARGAS and a degree in law from
SAO BERNARDO DO CAMPO Law School. His principal business address is Alameda Itu,
852, 19 DEG. andar, Sao Paulo, Brazil.

     ROBERTO HERBSTER GUSMAO. Mr. Gusmao is a member of the Board of Directors
of AmBev. He was previously Vice-Chairman of the Board of Directors of
Antarctica from 1998 until April 2000. Mr. Gusmao was Chief Executive Officer of
Cervejaria Antarctica-Niger S.A. from 1968 to 1982, and

                                      -84-
<Page>

from 1986 to 1997. He was the Brazilian Minister of Trade and Industry from 1985
to 1986 and President of BANCO DE DESENVOLVIMENTO DO ESTADO DE SAO PAULO from
1982 to 1983. Mr. Gusmao was also a professor and founder of graduation and
post-graduation programs at FUNDACAO GETULIO VARGAS from 1954 to 1969. Mr.
Gusmao has a law degree from the University of Minas Gerais Law School. His
principal business address is Alameda Itu, 852, 19 DEG. andar, Sao Paulo,
Brazil.

     JOSE DE MAIO PEREIRA DA SILVA. Mr. Pereira da Silva is a member of the
Board of Directors of AmBev. He joined Antarctica in 1938 and held various
positions during his tenure. He served on the Board of Directors from 1958-1978
and from 1994 until April 2000. Mr. Pereira da Silva is also a member of the
orientation committee of the Zerrenner Foundation. His principal business
address is Alameda Itu, 852, 19 DEG. andar, Sao Paulo, Brazil.

     VINCENTE FALCONI CAMPOS. Mr. Campos is a member of the Board of
Directors of AmBev. Mr. Campos serves as a member of the Institutional
Council of FUNDACAO DE DESENVOLVIMENTO GERENCIAL - FDG and is a member of the
board of directors of Sadia. Mr. Campos is also a consultant for the
Brazilian government and Brazilian and multinational companies such as Grupo
Gerdau, Grupo Votorantin and Mercedes Benz. He holds a degree in Mining and
Metal Engineering from the Federal University of Minas Gerais and M.Sc. and
Ph.D. degrees from Colorado School of Mines (USA). His principal business
address is Av. Contomo, 7962, 10 DEG. andar, Belo Horizonte, Brazil.

     ROBERTO MOSES THOMPSON MOTTA. Mr. Motta is an alternate member of the Board
of Directors of AmBev. Mr. Motta is an officer of GP Investimentos Ltda. He
worked in the corporate finance department of Banco de Investimentos Garantia
S.A. from 1986 to 1992. He holds a degree in engineering from the PONTIFICIA
UNIVERSIDADE CATOLICA DO RIO DE JANEIRO, and an M.B.A. from the Wharton School
of the University of Pennsylvania. His principal business address is Av. Brig.
Faria Lima, 3729, 7 DEG. andar, Sao Paulo, Brazil.

     FERSEN LAMAS LAMBRANHO. Mr. Lambranho is an alternate member of the Board
of Directors of AmBev. Mr. Lambranho is a partner at GP Investimentos and has
been a Board Member of Lojas Americanas since 1998, of Playcenter since 2000, of
ABC Supermercados since 1998, of Telemar since 1999 and of Sao Carlos
Empreendimentos e Participacoes since 1999. Prior to joining GP Investimentos,
Mr. Lambranho was CEO of Lojas Americanas, where he worked for 12 years. Mr.
Lambranho has a B.S. in Engineering from UNIVERSIDADE FEDERAL DO RIO DE JANEIRO,
an M.S. in Business Administration from UNIVERSIDADE FEDERAL DO RIO DE JANEIRO
(COPPEAD) and an O.P.M. from Harvard Business School. His principal business
address is Av. Brigadeiro Faria Lima 3729, 7 DEG. andar, Sao Paulo, Brazil.

EXECUTIVE OFFICERS

     The following table sets forth information with respect to the executive
officers of AmBev:

<Table>
<Caption>
                                                                                            CURRENT
                                                                                            POSITION        TERM
NAME                                       AGE(1)                 TITLE                    HELD SINCE      EXPIRES
------                                   ---------   -------------------------------     -------------   ----------
<S>                                          <C>     <C>                                     <C>            <C>
Magim Rodriguez Junior.................      60      Chief Executive Officer                 1999           2004
Luis Felipe Pedreira Dutra Leite.......      36      Chief Financial Officer and
                                                     Investor Relations Officer              2000           2003
Jose Adilson Miguel....................      60      Distribution Officer                    2000           2004
Claudio Braz Ferro.....................      47      Manufacturing Officer                   2000           2003
Carlos Alves de Brito..................      42      Sales Officer                           2000           2003
Juan Manuel Vergara Galvis.............      42      Executive Officer of Soft drink
                                                     and Non-alcoholic Beverages
                                                     Division                                2000           2003
Mauricio Luis Luchetti.................      43      People and Quality Officer              2000           2003
Miguel Nuno da Mata Patricio...........      36      Marketing Officer                       2000           2004
</Table>

                                      -85-
<Page>

----------
(1)  Age as at May 31, 2002.

     The following are brief biographies of each of AmBev's executive officers.

     MAGIM RODRIGUEZ JUNIOR. Mr. Rodriguez has been the Chief Executive Officer
of AmBev since his appointment in 1999. He is also Chief Executive Officer of
CBB. He has been associated with Brahma since 1989, serving first as Marketing
Officer. He holds a degree in business administration and accounting from
Mackenzie University. His principal business address is Av. Maria Coelho Aguiar,
215, Bloco F, 6 DEG. andar, Sao Paulo, Brazil.

     LUIS FELIPE PEDREIRA DUTRA LEITE. Mr. Dutra is the Chief Financial Officer
and Investor Relations Officer of AmBev and the Chief Financial Officer of CBB.
He joined Brahma in 1990 and has held numerous positions during his tenure. Mr.
Dutra holds a degree in economics and an M.B.A. in financial management from the
University of Sao Paulo. His principal business address is Av. Maria Coelho
Aguiar, 215, Bloco F, 6 DEG. andar, Sao Paulo, Brazil.

     JOSE ADILSON MIGUEL. Mr. Miguel is the Executive Distribution Officer of
AmBev. He has held various management positions during his tenure with Brahma
since 1962. He was named Commercial Manager in 1970, General Marketing Manager
in 1976, and Marketing Officer in 1980. His principal business address is Av.
Maria Coelho Aguiar, 215, Bloco F, 6 DEG. andar, Sao Paulo, Brazil.

     CLAUDIO BRAZ FERRO. Mr. Ferro is the Executive Manufacturing Officer of
AmBev and CBB. He started working with Brahma in 1978 as a Brew Master and was
responsible for the production and bottling divisions. In 1984, he was appointed
Manager of the Industrial Department and in 1990, Manager of the Rio de Janeiro
plant. He holds a degree in industrial chemistry from the Federal University of
Santa Maria. His principal business address is Av. Maria Coelho Aguiar, 215,
Bloco F, 6 DEG. andar, Sao Paulo, Brazil.

     CARLOS ALVES DE BRITO. Mr. Brito is the Executive Sales Officer of AmBev
and CBB. He joined Brahma in 1989 and has held various management positions
during his tenure. Mr. Brito holds a degree in mechanical engineering from the
Federal University of Rio de Janeiro and an M.B.A. from Stanford University. His
principal business address is Av. Maria Coelho Aguiar, 215, Bloco F, 6 DEG.
andar, Sao Paulo, Brazil.

     JUAN MANUEL VERGARA GALVIS. Mr. Vergara is the Executive Soft Drink and
Non-alcoholic Beverages Officer of AmBev. Prior to this appointment he was the
Marketing Officer of Brahma from 1997 to 2000. He holds a degree in business
administration from the COLEGIO DE ESTUDOS SUPERIORES DE ADMINISTRACION, in
Bogota, Colombia. His principal business address is Av. Maria Coelho Aguiar,
215, Bloco F, 6 DEG. andar, Sao Paulo, Brazil.

     MAURICIO LUIS LUCHETTI. Mr. Luchetti is the People and Quality Officer of
AmBev. He joined Brahma in 1985 and has held various management positions during
his tenure. Mr. Luchetti holds a degree in business administration from the
Pontificia Universidade Catolica in Rio de Janeiro. His principal business
address is Av. Maria Coelho Aguiar, 215, Bloco F, 6 DEG. andar, Sao Paulo,
Brazil.

     MIGUEL NUNO DA MATA PATRICIO. Mr. Patricio is the Executive Officer of
Marketing of AmBev. He joined the company in 1999. Mr. Patricio has a degree in
business administration from FUNDACAO GETULIO VARGAS in Sao Paulo. His principal
business address is Av. Maria Coelho Aguiar, 215, Bloco F, 6 DEG. andar, Sao
Paulo, Brazil.

                                      -86-
<Page>

COMPENSATION

     The aggregate remuneration of all members of the Board of Directors and
senior management of AmBev in 2001 for services in all capacities amounted to
R$21.3 million. The members of the Board of Directors and senior management
received some additional benefits generally provided to AmBev employees and
their beneficiaries and covered dependents, such as medical assistance,
educational expenses and supplementary social security benefits. All such
benefits were provided through the Zerrenner Foundation and, prior to its merger
with the Brahma Welfare Foundation, the Brahma Welfare Foundation. The Board of
Directors and AmBev's senior management also receive benefits pursuant to
AmBev's pension, profit-sharing plan, and share purchase plan. For a description
of these plans see "--Plans".

     There are no agreements between AmBev and any of its directors providing
for benefits upon termination of employment.

BOARD PRACTICES

     GENERAL.

     Except for Mr. Fersen Lambranho who was recently appointed alternate member
of the Board of Directors, all of the current members of the Board of Directors
of AmBev have been members since 1999 and their terms expire in 2005.

     FISCAL COMMITTEE.

     AmBev has a non-permanent fiscal committee (CONSELHO FISCAL) which reviews
AmBev's internal financial statements, meets with AmBev's independent
accountants on financial matters and recommends the selection of independent
accountants for AmBev and its subsidiaries. Current members of the committee are
Luiz Fernando Mussolini, Ricardo Scalzo and Antonio Carlos Monteiro and their
alternate members are Jose Fiorita, Ary Waddington and Jose Carlos de Brito,
respectively. Mr. Monteiro is a representative of preferred shareholders.

EMPLOYEES

     As of December 31, 2001, AmBev and its subsidiaries had approximately
18,136 employees, approximately 63% of whom were engaged in production, 33% of
whom were engaged in sales and distribution and 4% of whom were engaged in
administration. The number of temporary employees employed by AmBev is typically
less than 1% of AmBev's total workforce. The following table sets forth the
number of employees of AmBev and its subsidiaries as of the end of the years
indicated:

<Table>
<Caption>
                            EMPLOYEES AS OF DECEMBER 31,
     ---------------------------------------------------------------------
               2001                    2000(1)                1999(2)
     -----------------------   ---------------------   -------------------
              <S>                      <C>                    <C>
              18,136                   18,172                 9,416
</Table>

----------
(1)  Includes the employees of AmBev, Brahma and Antarctica and their respective
     subsidiaries.

(2)  Includes only the employees of Brahma and its subsidiaries.

                                      -87-
<Page>

     The following table shows the geographical distribution of AmBev's
employees as of December 31, 2001:

<Table>
<Caption>
                               GEOGRAPHICAL DISTRIBUTION OF AmBev EMPLOYEES
     ---------------------------------------------------------------------------------------------
     LOCATION                                                                  NUMBER OF EMPLOYEES
     -----------------------------------------------------------------------   -------------------
     <S>                                                                             <C>
     Brazil.................................................................         16,379
     Argentina..............................................................            430
     Uruguay................................................................            340
     Venezuela..............................................................            833
     Paraguay...............................................................            154
                                                                               -------------------
                                                                                     18,136
                                                                               ===================
</Table>

     PRODUCTIVITY.

     The following table shows our productivity as measured by hectoliters sold
per production employee in 2001, 2000 and 1999. Productivity is calculated by
dividing the total volume of beer and soft drinks sold by the number of
employees involved in the production process at the end of each period:

<Table>
<Caption>
              PRODUCTIVITY IN HECTOLITERS PER PRODUCTION EMPLOYEE
     ---------------------------------------------------------------------
              2001                     2000(1)                1999(2)
     -----------------------   ---------------------   -------------------
              <S>                      <C>                   <C>
              8,228                    7,556                 8,776
</Table>

----------
(1)  Based on the employees of AmBev, Brahma and Antarctica and their respective
     subsidiaries and the total volume of beer and soft drinks sold by Brahma
     and its subsidiaries and by Antarctica and its subsidiaries for the year
     ended December 31, 2000, aggregated on a pro forma basis.

(2)  Based only on the employees of Brahma and its subsidiaries and the total
     volume of beer and soft drinks sold by Brahma and its subsidiaries at the
     end of the year.

     TRAINING.

     In 1998, Brahma created the "Brahma University" (now "AmBev University") to
train and improve our employees' performance, and the performance of our
distributors' employees. In 2001, the AmBev University provided training for
7000 employees and its distributors. At the management level, AmBev's senior
management and executive officers participate in several business and technical
training programs at leading United States and European universities. Training
schools in our major facilities provide courses, mainly technical in nature, for
supervisory and operating personnel. In an initiative by the Brazilian beer
producers' association Sindicerv, AmBev and other beer producers have
established a training school at Vassouras, near Rio de Janeiro, which includes
a micro-brewery, bottling line and malting plant. AmBev also maintains a
partnership with SIEBEL Institute in Chicago and with Domens Academie in Munich,
Germany, where its personnel responsible for beer production is introduced to
new worldwide technologies and is able to visit other brewers and equipment
suppliers. AmBev believes that its personnel are well trained and kept abreast
of current technical and business developments.

     INDUSTRIAL RELATIONS.

     About 5% of AmBev's production employees are represented by labor unions.
The number of administrative and distribution employees represented by labor
unions is not significant. Salary negotiations are conducted annually between
the workers' unions and AmBev. Collective bargaining agreements covering both
union and non-union production employees are negotiated separately for each
facility. AmBev's collective bargaining agreements have a term of one year, and
AmBev intends to enter into new collective bargaining agreements on or prior to
the expiration of the existing agreements.

                                      -88-
<Page>

AmBev believes that its relations with its employees are satisfactory, and there
have been no strikes or significant labor disputes in the past seven years.

     HEALTH AND SEVERANCE BENEFITS.

     In addition to wages, AmBev's employees receive additional benefits from
AmBev. Some of these benefits are mandatory under Brazilian law, some are
provided for in collective bargaining agreements, and others are voluntarily
given by AmBev. The benefits packages of AmBev's employees consist of benefits
provided both by AmBev directly and by AmBev through the Zerrenner Foundation,
which provides medical, dental, educational and social assistance to current and
retired employees of AmBev and their beneficiaries and covered dependents,
either for free or at a reduced cost. AmBev may voluntarily contribute up to 10%
of its consolidated net income, as determined in accordance with Brazilian
Corporate Law and AmBev's by-laws, to support the Zerrenner Foundation. As part
of the process of merging the Brahma Welfare and Zerrenner Foundations (see Item
7--"Major Shareholders and Related Party Transactions"--Major
Shareholders--Share Ownership History of AmBev's Major Shareholders), an
actuarial evaluation was carried out to determine the level of contributions
required to be made to the Zerrenner Foundation to provide benefits to all
employees compatible with those formerly provided by the Brahma Welfare
Foundation. The actuarial evaluation concluded the need for additional
contributions by AmBev over the next several years of approximately R$56.5
million (U.S.$24.3 million based on the December 31, 2001 exchange rate). On
August 7, 2001, as permitted by our by-laws, we made a contribution of R$19.9
million and R$15.8 million to the Zerrenner Foundation. See "Item 5--Operating
and Financial Review and Prospects--Operating Results--Zerrenner Foundation".

AmBev is required to contribute 8% of each employee's gross pay to an account
maintained in the employee's name in the government severance indemnity fund
(FGTS). Under Brazilian law, AmBev is also required to pay termination benefits
to employees dismissed without cause equal to 50% (compared to 40% in 2000) of
the accumulated contributions made by AmBev to the FGTS during the employee's
period of service.

PLANS

     STOCK OWNERSHIP PLAN.

     AmBev has a stock ownership plan designed to obtain and retain the services
of qualified directors, executives and employees. Both common and preferred
shares are granted in the plan. As of December 31, 2001, the plan had
outstanding and exercisable options to acquire 1,031,221,000 shares of AmBev.
Shares available at December 31, 2001 for options to be granted in the future
totaled 1,987,070,000 shares. The plan is administered by a committee, which
includes non-management members of the Board of Directors of AmBev. This
committee periodically creates programs under the stock ownership plan, defining
the terms and employees to be included, and establishes the price at which the
options are to be issued. This price may not be less than 90% of the average
price of the shares traded on the stock market on the previous three business
days, adjusted by a monetary correction index to be defined by the committee for
each program. The number of shares which may be granted in each year cannot
exceed 5% of the total number of shares outstanding of each type of shares. When
share options are exercised, AmBev issues new shares or transfers treasury
shares to the option holder. Stock options granted have no final date to be
exercised. When the grantee leaves the company (other than upon retirement), the
options are forfeited. If an employee decides to sell shares acquired pursuant
to the exercise of his or her options or an employee leaves the company, AmBev
has the right to buy such shares at a price equal to:

                                      -89-
<Page>

     -    the inflation-indexed price paid by such employee, if the employee
          sells the shares during the first 30 months after the exercise of the
          option;

     -    50% of the inflation-indexed price paid, plus 50% of the prevailing
          market price, if the employee sells the shares after the first 30
          months but before the 60th month after the exercise of the option; or

     -    the market price, if the employee sells the shares more than 60 months
          after the exercise of the option.

     The Company finances the purchase of shares in accordance with the
established plan rules. Financing arrangements are normally for periods of not
more than four years and include interest of 8% per annum over a designated
general price index. These loans are guaranteed by the shares issued upon the
exercise of options. At December 31, 2001 the outstanding balance of these loans
amounted to U.S.$215.4 million and are classified as a deduction from
shareholders' equity.

     PENSION PLANS.

        AmBev PENSION PLAN.

     AmBev's pension plans are administered by the AmBev Pension Fund (INSTITUTO
AmBev DE PREVIDENCIA PRIVADA) which is the successor of the Brahma Pension
Fund--Instituto Brahma de Seguridade Social-- as from December 8, 2000.

     The AmBev Pension Fund operates a defined-benefit pension plan and
operates a defined-contribution plan, which supplements benefits that the
Brazilian government social security system provides to our employees and
employees of our Brazilian subsidiaries. The AmBev Pension Fund was
established solely for the benefit of our employees and its assets are held
independently. We nominate the three directors of the AmBev Pension Fund. As
of December 31, 2001, we had 5,181 participants in our plan of which 2,389
participated in the defined benefit plan.

     The AmBev Pension Fund is available to both active and retired employees.
Three months after joining us, employees may opt to join the defined
contribution plan. Upon leaving (unless upon retirement) members are required to
leave the AmBev Pension Fund. Members who joined after 1990 and request to leave
will receive their contributions in a single inflation indexed installment.

     Prior to May 1998, when the defined contribution plan was launched, there
was only a defined benefit plan. The defined benefit plan was closed to new
participants as of this date. New employees of AmBev can only join the defined
contribution plan. At the time of adoption of the defined contribution plan,
active participants were given the option either to remain in the old plan, or
transfer their accumulated benefits to the defined contribution plan. The
defined contribution plan covers substantially all new employees.

     Pension costs relating to the AmBev contribution plan for the year ended
December 31, 2001 were approximately R$3.5 million compared to R$2.7 million in
2000.

     The plan assets are comprised principally of time deposits and equity
securities (including 9,595,170 preferred shares and 88,664,850 common shares of
AmBev at December 31, 2001 with a total fair value of R$42.5 million as of
December 31, 2001), government securities and properties. All benefits are
calculated and paid in inflation-indexed Brazilian reais.

                                      -90-
<Page>

     PROFIT-SHARING PLAN.

     AmBev's by-laws provide for the distribution of up to 10% of AmBev's net
income, as determined in accordance with Brazilian Corporate Law, to its
employees. Executive officers are eligible for profit-sharing in an amount not
to exceed the lower of their annual remuneration or 5% of AmBev's net income in
the aggregate.

     Payments under AmBev's profit-sharing plan are subject to the
availability of cash resources of AmBev. Executive officers' bonuses are
determined on the basis of individual performance, and is subject to approval
by the Board of Directors of AmBev. All other employees of AmBev are entitled
to performance-based variable bonuses calculated on an annual basis. The
distribution of these bonuses is subject to a three-tier system in which
AmBev must first achieve efficiency targets approved by the Board of
Directors. Following that, each business unit must achieve its targets and
finally individual performance is ranked.

     Expenses of AmBev under these programs are included in general and
administrative expenses and amounted to R$81.3 million (executive
officers--R$20.2 million; other employees--R$61.1 million), in respect of the
year ended December 31, 2001, R$53.7 million (executive officers--R$6.7 million;
other employees--R$47.0 million) in respect of the year ended December 31, 2000,
and R$3.5 million (executive officers--zero; other employees--R$3.5 million) in
respect of the year ended December 31, 1999. AmBev did not pay any individual
bonus to executive officers for 1999, since Brahma's goals set earlier in 1999
were not met.

     AUDITORS

     The audited financial statements herein have been audited by
PricewaterhouseCoopers, Auditores Independentes, our independent accountants.
Their offices are located at Avenida Francisco Matarazzo, 1700, 05001-400 Sao
Paulo, SP, Brazil. They are members of the Conselho Regional de Contabilidade
(Regional Board of Accountants of Sao Paulo) and their registration number is
CRC2SP000160/O-5.

     CREATION OF A SHARED SERVICES CENTER.

     On April 5, 2002 AmBev announced that it moved its Operations Department to
Jaguariuna. The main goal of this new department was to create a Shared Services
Center, which started up in April.

     The new center consolidates our controlling and supervision activities in
order to standardize processes. Some 200 professionals who used to work at the
Sao Paulo headquarters have already moved to Jaguariuna.

     AmBev chose Jaguariuna to be the new Shared Services Center headquarters
for a number of reasons such as its proximity to the city of Sao Paulo and the
availability of qualified work force in the area. The existence of a vacant
administrative facility at the plant also contributed to the decision. The
facilities were completely remodeled and adapted to house the new Shared
Services Center.

                                      -91-
<Page>

DIRECTOR AND SENIOR MANAGEMENT SHARE OWNERSHIP

     The following table shows the amount, type and percentage of class of our
equity securities held by members of our Board of Directors and by senior
management as of June 17, 2002:
<Table>
<Caption>
                                                         AMOUNT AND PERCENTAGE      AMOUNT AND PERCENTAGE
NAME                                                        OF COMMON SHARES         OF PREFERRED SHARES
-----------------------------------------------------  -------------------------  -------------------------
<S>                                                      <C>               <C>      <C>               <C>
Marcel Herrmann Telles(1)............................    890,240,145       5.49%    372,803,924       1.53%
Victorio Carlos De Marchi(2).........................      *                          *
Jorge Paulo Lemann(3)................................      *                          *
Carlos Alberto da Veiga Sicurpira(4).................      *                          *
Jose Heitor Attilio Gracioso(5)......................      *                          *
Roberto Herbster Gusmao(6)...........................      *                          *
Jose de Maio Pereira da Silva(7).....................      *                          *
Roberto Moses Thompson Motta(8)......................      *                          *
Vicente Falconi Campos...............................      *                          *
Magim Rodriguez Junior...............................      *                          *
Luis Felipe Pedreira Dutra Leite.....................      *                          *
Jose Adilson Miguel(9)...............................      *                          *
Claudio Braz Ferro...................................      *                          *
Carlos Alves de Brito................................      *                          *
Juan Manual Vergara Galvis...........................      *                          *
Mauricio Luis Luchetti...............................      *                          *
Miguel Nuno da Mata Patricio.........................      *                          *
Fersen Lamas Lambranho...............................      *                          *
</Table>

----------
*    Indicates that the individual holds less than 1% of the class of
     securities.

(1)  Does not include 7,391,481,608 common shares owned by Braco S.A. (Braco)
     and Empresa de Administracao e Participacoes S.A. - ECAP (ECAP). Mr. Telles
     owns 12.9% of the voting shares of Braco, which, in turn, owns 99.7% of the
     voting shares of ECAP, and is also an intervening party to the AmBev
     shareholders' agreement. See "Item 7--Major Shareholders and Related Party
     Transactions--Major Shareholders--AmBev Shareholders' Agreement". Mr.
     Telles disclaims ownership of the shares of AmBev owned by Braco and ECAP.
     Mr. Telles is also a counsilor of the Zerrenner Foundation. For information
     regarding the shareholdings of the Zerrenner Foundation, see "Item 7--Major
     Shareholders and Related Party Transactions--AmBev's Major Shareholders".
     Does not include warrants to subscribe for 10,126,600 common shares and
     13,917,020 preferred shares of AmBev in April 2003. See "Item 7--Major
     Shareholders and Related Party Transactions--Major Shareholders--Options
     and Warrants".

(2)  Mr. De Marchi is a counselor of the Zerrenner Foundation. For information
     regarding the shareholding of the Zerrenner Foundation, see "Item 7--Major
     Shareholders and Related Party Transactions--AmBev's Major Shareholders".

(3)  Does not include 7,391,481,608 common shares owned by Braco and ECAP. Mr.
     Lemann owns 58.8% of the voting shares of Braco, which, in turn, owns 99.7%
     of the voting shares of ECAP and is also an intervening party to the AmBev
     shareholders' agreement. See "Item 7--Major Shareholders and Related Party
     Transactions--Major Shareholders--AmBev Shareholders' Agreement". Mr.
     Lemann disclaims ownership of the shares of AmBev owned by Braco and ECAP.

(4)  Does not include 7,391,481,608 common shares owned by Braco and ECAP. Mr.
     Sicupira owns 12.9% of the voting shares of Braco, which, in turn, owns
     99.7% of the voting shares of ECAP, and is also an intervening party to the
     AmBev shareholders' agreement. See "Item 7--Major Shareholders and Related
     Party Transactions--Major Shareholders--AmBev Shareholders' Agreement". Mr.
     Sicupira disclaims ownership of the shares of AmBev owned by Braco and
     ECAP.

(5)  Mr. Gracioso is a counselor of the Zerrenner Foundation. For information
     regarding the shareholding of the Zerrenner Foundation, see "Item 7--Major
     Shareholders and Related Party Transactions--AmBev's Major Shareholders".

(6)  Mr. Gusmao is a counselor of the Zerrenner Foundation. For information
     regarding the shareholding of the Zerrenner Foundation, see "Item 7--Major
     Shareholders and Related Party Transactions--AmBev's Major Shareholders".

(7)  Mr. da Silva is a counselor of the Zerrenner Foundation. For information
     regarding the shareholding of the Zerrenner Foundation, see "Item 7--Major
     Shareholders and Related Party Transactions--AmBev's Major Shareholders".

(8)  Does not include 7,391,481,608 common shares owned by Braco and ECAP. Mr.
     Motta is an executive officer of Braco and ECAP. Mr. Motta disclaims
     beneficial ownership of the shares of AmBev owned by Braco and ECAP.

(9)  Mr. Miguel is a counselor of the Zerrenner Foundation. For information
     regarding the shareholding of the Zerrenner Foundation, see "Item 7--Major
     Shareholders and Related Party Transactions--AmBev's Major Shareholders".

                                      -92-
<Page>

Item 7.   Major Shareholders and Related Party Transactions

                               MAJOR SHAREHOLDERS

INTRODUCTION

     As of June 17, 2002, AmBev had 16,205,207,116 common voting shares and
24,299,222,825 preferred non-voting shares outstanding. AmBev has registered two
classes of American Depositary Shares (ADSs) pursuant to the Securities Act:
ADSs evidenced by American Depositary Receipts (ADRs) representing 100 preferred
shares, and ADSs evidenced by ADRs representing 100 common shares. As of June
17, 2002, there were 88,342,144 preferred ADSs outstanding (representing
8,834,214,400 preferred shares) and 8,762,430 common ADSs outstanding
(representing 87,624,300 common shares). AmBev ADRs are issuable by The Bank of
New York pursuant to deposit agreements for common and preferred shares.

CONTROL

     AmBev is controlled by Braco S.A. (Braco), Empresa de Administracao e
Participacoes S.A. - ECAP (ECAP) and FUNDACAO ANTONIO E HELENA ZERRENNER
INSTITUICAO NACIONAL DE BENEFICENCIA (the Zerrenner Foundation), which own in
the aggregate 68.26% of AmBev's common shares. In addition, Braco, ECAP and the
Zerrenner Foundation, as well as Marcel Telles, Jorge Paulo Lemann and Carlos
Sicupira, as intervening parties, are parties to a shareholders' agreement
relating to AmBev. See "--AmBev Shareholders' Agreement". As of June 17, 2002,
Braco and ECAP collectively own 45.612% of the common shares of AmBev. Messrs.
Telles, Lemann and Sicupira collectively own 84.6% of the voting shares of
Braco, which, in turn, owns 99.7% of the voting shares of ECAP. Mr. Telles
individually owns 5.5% of the common shares of AmBev and is also a Counselor of
the Zerrenner Foundation. The Zerrenner Foundation owns 22.7% of the common
shares of AmBev.

SHARE OWNERSHIP HISTORY OF AmBev's MAJOR SHAREOWNERS

     As of June 30, 1999 Braco and ECAP together held approximately 55.1% of the
common shares of Brahma, and the Zerrenner Foundation held approximately 88.1%
of the common shares of Antarctica. On July 1, 1999, as a result of the
controlling shareholders' contribution, Braco, ECAP and the Zerrenner Foundation
became the holders of 33.69%, 42.27% and 24.04% respectively, of AmBev's common
shares, and AmBev became the controlling shareholder of Brahma and Antarctica.
Braco also contributed non-voting preferred shares of Brahma to AmBev in
exchange for 67,903,450 non-voting preferred shares of AmBev, and the Zerrenner
Foundation contributed non-voting preferred shares of Antarctica to AmBev in
exchange for 267,843,425 non-voting preferred shares of AmBev.

     As a result of the Antarctica and Brahma conversions on September 15, 1999
and September 14, 2000, respectively, the percentage common shareholdings of
Braco, ECAP and the Zerrenner Foundation were reduced to approximately 60% of
the AmBev common shares.

     Between September 15, 1999 and October 20, 2000, Braco purchased an
additional 31,461,605 AmBev common shares, increasing its holding to
3,251,471,215 AmBev common shares.

     Prior to September 14, 2000, the date of the Brahma conversion, Mr. Telles
held in his individual capacity approximately 888,214,820, or 6.7%, of the
Brahma common shares, and 345,020,520 AmBev preferred shares. As a result of the
Brahma conversion, Mr. Telles became the holder, in his individual

                                      -93-
<Page>

capacity, of approximately 888,214,820, or, at that time, 5.6%, of AmBev common
shares, and 345,020,520 AmBev preferred shares.

     Braco subsequently disposed of all of its AmBev preferred shares.

     Between October 20, 2000 and November 20, 2000, Braco purchased an
additional 72,414,000 AmBev common shares, increasing its holdings to
3,323,885,215 AmBev common shares.

     On October 27, 2000, the Brahma Welfare Foundation, a non-profit entity
established by Brahma to provide social and other welfare benefits to its
employees, was merged into the Zerrenner Foundation. As a result, the
1,323,696,770 AmBev common shares owned by the Brahma Welfare Foundation are now
owned by the Zerrenner Foundation, increasing the Zerrenner Foundation's
holdings to 3,621,305,410 AmBev common shares, and the 203,823,240 AmBev
preferred shares owned by the Brahma Welfare Foundation are now owned by the
Zerrenner Foundation, increasing the Zerrenner Foundation's holdings to
471,666,665 preferred shares.

SHARE BUYBACK PROGRAM

     In 2001, AmBev incurred R$246.7 million in connection with its share
buyback program, compared to R$10.5 million in 2000.

     On February 1, 2002, AmBev announced that its Board of Directors renewed
its R$300 million buyback program of common and preferred shares of AmBev, which
had been first announced on November 7, 2001. Since R$70.0 million had already
been completed, the remaining amount of the program was R$230 million. During
the program 154,740,000 common shares and 503,550,000 preferred shares were
repurchased.

     On March 11, 2002, AmBev launched a new R$200 million buyback program of
common and preferred shares, following the completion of the R$230 million
program announced on February 1, 2002.

     According to Brazilian law, buyback programs are valid for a maximum of 60
days. Should the total amount used to acquire shares be below the established
limit over the next 60 days, the Board of Directors may renew the buyback
program for successive 60-day periods.

     Since the launch of this buyback program, 6,660,000 ordinary shares and
36,930,000 preferred shares have already been repurchased. As part of the
current program, AmBev may repurchase up to 64,547,697 common shares and
879,642,001 preferred shares, representing 1.73% and 4.10% of the respective
free float in each class (I.E., 3,732,239,787 common shares and 21,436,212,193
preferred shares). Since March 20, 2002, we have discontinued our share buyback
program, primarily as a result of the negotiations with Quilmes. Please see
"--Joint Ventures and Strategic Alliances".

                                      -94-
<Page>

AmBev's MAJOR SHAREHOLDERS

     The following table sets forth information, as of June 17, 2002 with
respect to any person known to AmBev to be the beneficial owner of 5% or more of
AmBev's outstanding shares:

<Table>
<Caption>
                                                          AMOUNT AND PERCENTAGE     AMOUNT AND PERCENTAGE
                                                            OF COMMON SHARES         OF PREFERRED SHARES
                                                        ------------------------   -----------------------
<S>                                                     <C>               <C>      <C>              <C>
The Bank of New York - ADR Department(1).............      87,624,300      0.54%   8,834,214,400    36.36%
Braco(2).............................................   7,391,481,608     45.61%               -        -
ECAP.................................................   4,039,568,225     24.93%               -        -
Zerrenner Foundation(3)..............................   3,670,538,220     22.65%     454,922,506     1.87%
Marcel H. Telles(4)..................................     890,240,145      5.49%     372,803,924     1.53%
Jorge Paulo Lemann(5)................................               -         -                -        -
Carlos A. Sicupira(6)................................               -         -                -        -
</Table>

----------
(1)  Represents the number of shares held in the form of ADSs. The Bank of New
     York is the depositary of AmBev shares in accordance with the deposit
     agreement entered into with AmBev and the owners of AmBev ADSs.

(2)  Includes 4,039,568,225 common shares owned by ECAP. Braco owns 99.7% of the
     voting shares of ECAP. Mr. Telles, a Co-Chairman of the Board of Directors
     of AmBev and a counselor of the Zerrenner Foundation, Mr. Lemann and Mr.
     Sicupira, each a member of the Board of Directors of AmBev, own 12.9%,
     58.8% and 12.9%, respectively, of the voting capital of Braco.

(3)  Mr. Telles, Victorio Carlos De Marchi, Jose Heitor Attilio Gracioso,
     Roberto Herbster Gusmao and Jose de Maio Pereira da Silva, directors of
     AmBev, and Jose Adilson Miguel, an officer of AmBev, are counselors of the
     Zerrenner Foundation.

(4)  Does not include 7,391,481,608 common shares owned by Braco and ECAP. Mr.
     Telles, a co-chairman of the Board of Directors of AmBev, owns 12.9% of the
     voting shares of Braco, which, in turn, owns 99.7% of the voting shares of
     ECAP, and is also an intervening party to the AmBev shareholders'
     agreement. See "--AmBev Shareholders' Agreement". Mr. Telles disclaims
     ownership of the shares of AmBev owned by Braco and ECAP. Mr. Telles is
     also a counselor of the Zerrenner Foundation. Does not include warrants to
     subscribe for 10,126,600 common shares and 13,917,020 preferred shares of
     AmBev in April 2003. See "Item 7 -- Major Shareholders and Related Party
     transactions--Major Shareholders--Options and Warrants".

(5)  Does not include 7,391,481,608 common shares owned by Braco and ECAP. Mr.
     Lemann a member of the Board of Directors of AmBev, owns 58.8% of the
     voting shares of Braco, which, in turn, owns 99.7% of the voting shares of
     ECAP, and is also an intervening party to the AmBev shareholders'
     agreement. See "--AmBev Shareholders' Agreement". Mr. Lemann disclaims
     ownership of the shares of AmBev owned by Braco and ECAP.

(6)  Does not include 7,391,481,608 common shares owned by Braco and ECAP. Mr.
     Sicupira, a member of the Board of Directors of AmBev, owns 12.9% of the
     voting shares of Braco, which, in turn, owns 99.7% of the voting shares of
     ECAP, and is also an intervening party to the AmBev shareholders'
     agreement. See "--AmBev Shareholders' Agreement". Mr. Sicupira disclaims
     ownership of the shares of AmBev owned by Braco and ECAP.

     For a description of the Company's major shareholders' voting rights, See
"--AmBev Shareholders Agreement".

OPTIONS AND WARRANTS

     On February 14, 1996, Brahma's Board of Directors approved the private
placement of 2,024,652,595 warrants at R$50 per 5,000-share lot, convertible on
a one-to-one basis in April 2003 at a strike price of R$1,000.00. Each warrant
was originally issued to holders of a block of 85 shares of Brahma, whether
preferred or common. The subscription price was originally set at R$0.20 per
common or preferred share. The subscription price for each of the warrants is
adjusted pursuant to the IGP-M inflation index, reduced by dividends paid, and
accrues interest at the rate of 12% per year. At the Brahma shareholders'
meeting that considered the Brahma conversion, common shareholders voted to
cancel the Brahma warrants and replace them with new AmBev warrants, which
entitle holders to subscribe for AmBev shares in accordance with the original
terms and conditions applicable to the Brahma warrants. The 2,024,652,595
warrants entitled holders to subscribe for a total of 710,195,105 newly issued
common shares and 1,314,457,490 newly issued preferred shares of AmBev. The
right of

                                      -95-
<Page>

each warrant to subscribe for shares will be adjusted proportionately should
there be any splits, reverse splits or distributions of stock dividends.

     In connection with an IFC loan, the IFC had an option to convert an amount
equal to U.S.$5 million of the principal amount of the loan into 53.3 million of
AmBev's preferred shares. On February 1, 2002, the IFC exercised this option and
received 53,726,500 million preferred shares on March 1, 2002. No new shares
were issued. See "Item 5--Operating and Financial Review and
Prospects--Liquidity and Capital Resources--Debt--long-term Debt".

AmBev SHAREHOLDERS' AGREEMENT

     On July 1, 1999, the Zerrenner Foundation, Braco and ECAP, as well as AmBev
and Messers. Jorge Paulo Lemann, Marcel Telles and Carlos Alberto Sicupira, the
latter three as intervening parties, entered into a shareholders' agreement with
respect to the voting of shares of AmBev and the voting by AmBev of the shares
of its subsidiaries (including Brahma and Antarctica), among other matters.

     MANAGEMENT OF AmBev.

     Although each common share of AmBev entitles shareholders to one vote in
connection with the election of AmBev's Board of Directors, AmBev's controlling
shareholders, the Zerrenner Foundation, Braco and ECAP, have the ability to
elect the majority of AmBev's directors. Because the election of any director by
minority (non-controlling) shareholders would require, under Law 6,404/76, the
adoption of a cumulative vote procedure, the provisions of the shareholders'
agreement on the management of AmBev were based on the assumption that no
directors will be elected by minority shareholders of AmBev.

     Due to recent changes introduced by Law No. 10,303/01, minority
shareholders holding at least 15% of voting capital and preferred shareholders
holding at least 10% of total capital may elect one member of the Board of
Directors and its alternate member. Additionally, if minority shareholders do
not achieve such percentage, they can jointly appoint one member of the Board of
Directors and its alternate member once they represent, together, at least 10%
of total capital. In order to exercise these rights, any of these shareholders
should prove that it has held the shares for at least three months.

     If such prerogative is exercised with the adoption of a cumulative voting
procedure, the controlling shareholder would always have the right to elect the
same number of members plus one, independently of the number of directors.

     Additionally, until the 2005 annual shareholders meeting, the director
appointed by preferred shareholders (individually or cumulatively) shall be
selected from a three-name list previously prepared by the controlling
shareholder.

     Under the shareholders' agreement, each of the Zerrenner Foundation, Braco
and ECAP will have representation on the Board of Directors of AmBev and its
subsidiaries. The boards of directors of AmBev and its subsidiaries will each be
comprised of at least three and no more than 15 regular members and no more than
15 alternates, with a term of office of three years and reelection being
permitted. The Zerrenner Foundation will have the right to appoint four
directors and their respective alternates to the boards of directors of AmBev
and of its subsidiaries, so long as it maintains at least a minimum ownership of
AmBev voting shares equivalent to the ownership of common shares that the
Zerrenner Foundation held at the time that the shareholders' agreement was
entered into. At the time that the shareholders' agreement was entered into, the
Zerrenner Foundation held 459,521,728 common shares, which adjusted for the
five-for-one stock split that took effect on October 23, 2000 and is currently
equivalent to 2,297,608,640 common shares. The Zerrenner Foundation is not
allowed under the

                                      -96-
<Page>

shareholders' agreement to appoint more than four directors in the event that
its holding of AmBev common shares increases. The shareholders' agreement also
does not provide for a proportional reduction in the number of directors
appointed by the Zerrenner Foundation, in case of reduction in the number of
AmBev common shares that it owns. As a result, any reduction in the holding of
the Zerrenner Foundation below 2,297,608,640 AmBev common shares would cause it
to lose the right to appoint any director of AmBev. Braco and ECAP, acting
jointly, have the right to appoint members and their respective alternates to
the boards of directors of AmBev and its subsidiaries, in a number proportionate
to the number of members appointed by the Zerrenner Foundation. Such proportion
is based on the ratio between the Zerrenner Foundation's holding and the
aggregate holdings of Braco and ECAP in the voting capital of AmBev.

     The shareholders' agreement provides that AmBev will have two Co-Chairmen
with identical rights and duties, one appointed by the Zerrenner Foundation and
the other by Braco and ECAP, jointly. In the event of a deadlock, neither of the
Co-Chairmen has a deciding vote on matters submitted to the Board of Directors
of AmBev.

     Each of the Zerrenner Foundation, or Braco and ECAP together, may remove a
director that it has appointed to the Board of Directors of AmBev or its
subsidiaries, and each also has the right to appoint the respective replacement
or a new alternate, if the originally appointed alternate is confirmed for the
vacant position.

     Each of the Zerrenner Foundation, Braco and ECAP has agreed to exercise its
voting rights in the shareholders' meetings of AmBev and its subsidiaries in
such a way that it may elect the largest possible number of directors in each of
AmBev and its subsidiaries. The Zerrenner Foundation, Braco and ECAP will agree
on the method of casting their votes in order to accomplish this purpose in the
event of adoption of cumulative vote procedure under Brazilian law, under which
each common share is entitled to as many votes as there are directors to be
elected.

     The shareholders' agreement provides that AmBev will have one Chief
Executive Officer (Diretor Geral) and Officers (Diretores Adjuntos), to be
elected by AmBev's Board of Directors.

     PRELIMINARY MEETINGS AND EXERCISE OF VOTING RIGHTS.

     On matters submitted to a vote of the shareholders or their representatives
in the boards of directors of AmBev or its subsidiaries, the Zerrenner
Foundation, Braco and ECAP have agreed to endeavor first to reach a consensus
with respect to voting their common shares of each of AmBev and its
subsidiaries, and as to how to direct their representatives to vote on the
matter being submitted. Law No. 10,303/01 recognizes the shareholders agreement
as the appropriate instrument to determine how power should be exercised by the
controlling shareholders. In order to reach such a consensus, the shareholders'
agreement provides that the parties shall hold a preliminary meeting in advance
of all meetings of shareholders or boards of directors of AmBev or of its
subsidiaries, with the purpose of discussing and determining a consensus
position to be taken by the parties in such meetings. This procedure makes it
more likely that a matter approved by the controlling shareholders will also be
approved at a shareholders' meeting.

     If the parties fail to reach a consensus with respect to a particular
matter, the position to be adopted by all parties to the agreement will be
determined by the group holding the greatest number of AmBev voting common
shares, which currently is Braco and ECAP. However, this rule does not apply in
connection with the election of members of boards of directors, as described
above under "--Management of AmBev", and with respect to fundamental matters
which require unanimous approval by the Zerrenner Foundation, Braco and ECAP, as
follows:

                                      -97-
<Page>

     -    any amendment to the by-laws of AmBev and/or any of its subsidiaries
          changing the corporate objectives, the term of duration of the
          company, and/or the composition, powers and duties of the management
          bodies;

     -    approval of the annual investment budget of AmBev and/or any of its
          subsidiaries;

     -    approval of AmBev's strategic five-year plan;

     -    appointment, removal or replacement of the Chief Executive Officer of
          AmBev;

     -    approval or change of the compensation policy for the Board of
          Directors and officers of AmBev and its subsidiaries;

     -    approval of stock option plans for the managers and employees of AmBev
          and/or its subsidiaries;

     -    change in the dividend policy of AmBev and/or any of its subsidiaries;

     -    increases in the capital of AmBev and/or any of its subsidiaries, with
          or without preemptive rights, through subscription, creation of a new
          class of shares, or changes in the characteristics of the existing
          shares, as well as decreases of capital, issuances of debentures
          (whether or not convertible into shares), warrants, and the creation
          of founders' shares by AmBev and/or any of its subsidiaries;

     -    mergers, spin-offs, transformations, acquisitions, and investments
          involving AmBev and/or any of its subsidiaries;

     -    the creation, acquisition, assignment, transfer, establishment of an
          encumbrance on and/or disposal of, shares, quotas and/or any
          securities issued by any of AmBev's subsidiaries, under any title or
          form;

     -    the incurrence by AmBev and/or any of its subsidiaries, in a single
          transaction or series of related transactions, of any indebtedness
          greater than 10% of the shareholders' equity of AmBev as per the last
          audited balance sheet prepared in accordance with Brazilian Corporate
          Law;

     -    the execution, amendment, termination, renewal or cancellation of any
          contracts, agreements or the like involving the registered or
          deposited trademarks of AmBev or its subsidiaries;

     -    the extension of loans or the offer of guarantees of any kind by AmBev
          and/or any of its Subsidiaries to any third parties in an amount
          greater than 1% of AmBev's shareholders' equity as set forth in the
          last audited balance sheet prepared in accordance with Brazilian
          Corporate Law, except in favor of employees of AmBev and of its
          subsidiaries, or in favor of the subsidiaries themselves;

     -    election of members for committees of AmBev's Board of Directors;

     -    cancellation of the registration of AmBev and/or any of its
          subsidiaries as publicly traded companies;

                                      -98-
<Page>

     -    petition for an arrangement with creditors (concordata) or
          acknowledgment of bankruptcy by AmBev and/or any of its subsidiaries;

     -    liquidation or dissolution of AmBev and/or any of its subsidiaries;
          and

     -    appointment of the external auditors of AmBev and/or any of its
          subsidiaries.

     The shareholders' agreement provides that whenever the parties fail to
reach a consensus in a preliminary meeting as to any matter listed above, they
will exercise their voting rights so as not to approve such matter. The
shareholders' agreement provides that any votes cast by the Zerrenner
Foundation, Braco or ECAP in violation of the provisions of the agreement will
be deemed null, void and ineffective.

     RIGHTS OF FIRST REFUSAL.

     The shareholders' agreement contains the following provisions concerning
rights of first refusal of the parties to the agreement:

     -    Neither the Zerrenner Foundation, on the one hand, nor Braco and ECAP,
          on the other hand, may directly or indirectly dispose of their AmBev
          shares without offering a right of first refusal to the other party.
          The right of first refusal can only be exercised so that all AmBev
          shares offered are acquired by the offered party and so that such
          acquisition occurs within a 30-day period, as provided in the
          shareholders' agreement. If the right of first refusal is not
          exercised, the party wishing to dispose of its AmBev shares may do so
          within 60 days, provided that the disposition is made on the same
          terms and at no less than the same price as offered to the other
          party;

     -    In the event that the shares of AmBev owned by the Zerrenner
          Foundation as one party, and Braco and ECAP as the other party, become
          subject to seizure, attachment, judicial surety or any other
          restrictive measure, and such restriction is not removed or waived
          within 30 days after its imposition, the shares subject to the
          restriction shall be automatically deemed offered for sale to the
          other party. This offer will remain open for 30 days, and the price
          for the AmBev shares will be the lesser of either the book value of
          the AmBev shares, as per the latest audited balance sheet of AmBev,
          prepared in accordance with Brazilian Corporate Law, or the average
          quoted market price of the AmBev shares on stock exchanges in the 20
          days prior to the removal or waiver of the imposition. If the
          obligations guaranteed by the restriction exceed the above price, the
          party whose shares have been subject to the restriction will be liable
          for the difference that the other party may be required to deposit in
          order to acquire the shares;

     -    If any of the Zerrenner Foundation, as one party, and Braco and ECAP,
          together as the other party, intends to dispose of subscription rights
          corresponding to AmBev shares that it holds, it must first offer such
          rights to the other party, who will then be required to exercise its
          right of first refusal to subscribe the new shares to be issued,
          within 10 days; and

     -    In the event of a proposed sale by Marcel Telles, Jorge Paulo Lemann
          or Carlos Alberto Sicupira of any voting shares of Braco or any voting
          shares of ECAP held by Braco, which would result in a change in
          control of either Braco or ECAP, the Zerrenner Foundation will have a
          right of first refusal to acquire all shares of Braco to be disposed

                                      -99-
<Page>

          of by the above Braco shareholders, or all shares of ECAP to be
          disposed of by Braco. The Zerrenner Foundation will have 30 days to
          exercise this right of first refusal.

     The shareholders' agreement provides that any transfer of shares or
subscription rights in which the provisions on rights of first refusal are not
observed will not be valid. AmBev's management is also prohibited from
reflecting any such transfer in the company's corporate books and recent changes
introduced by Law No. 10,303/01 confirms the applicability of the shareholders'
agreement in such cases.

     BUY-SELL RIGHTS.

     The shareholders' agreement provides for buy-sell rights beginning 30
months after the date of execution of the agreement. The buy-sell provisions
create an obligation of either party to sell their AmBev shares or purchase the
AmBev shares of the other party, as the case may be. This two-way obligation
operates as follows:

     -    a party disagreeing on any matter with the other party has the right
          to notify the other party, and to state that it intends to purchase
          all the shares of the other party. In the notice, the dissenting party
          must state (a) the price per share to be paid, (b) the payment
          conditions, (c) the period for consummating the transaction, which
          cannot exceed 30 days, (d) the interest rate, and (e) the applicable
          inflation adjustment index. The dissenting party can establish all
          these conditions at its own discretion;

     -    the other party that receives the notice then has the option of (a)
          accepting the offer or (b) purchasing all the shares of the dissenting
          party on the same terms and conditions as notified by the dissenting
          party. The dissenting party will then have to accept whatever decision
          is made by the other party.

     The only exception to the compulsory purchase or sale of AmBev shares under
this provision relates to non-completion of the share transfers within six
months due to the need of the Zerrenner Foundation to obtain necessary
approvals, since the Zerrenner Foundation is subject to a number of formalities
and restrictions on the ability to sell assets, which are due to its corporate
nature. In such a case, the parties will submit the disagreement to arbitration,
to be conducted in accordance with the rules of the International Chamber of
Commerce - ICC. Except when otherwise agreed by the dissenting party, the price
of the AmBev shares must be payable in no more than 12 monthly installments.

     SPECIFIC PERFORMANCE.

     Due to recent changes introduced by Law No. 10,303/01, the obligations of
the parties under the shareholders' agreement will be subject not only to
specific performance, as provided under Law No. 6,404/76, but will also bind
third parties to the terms of the shareholders' agreement, in effect declaring
null and void any action taken in its contravention so long as rights and
obligations of third parties stem from the shareholders' agreement.

                           RELATED PARTY TRANSACTIONS

MATERIAL RELATED PARTY TRANSACTIONS

     AmBev and its subsidiaries do not currently engage in any material related
party transactions.

                                      -100-
<Page>

LOANS

     The Company finances its directors', senior managements' and employees'
purchases of shares pursuant to AmBev's Stock Ownership Plan. See "Item
6--Directors, Senior Management and Employees--Plans--Stock Ownership Plan".

Item 8.   Financial Information

        CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS

     See "Item 18. Financial Statements" and pages F-1 through F-90.

EXPORT SALES

     Total exports of beer represented less than 1% of AmBev's total net sales
in 2001. Total exports of soft drinks represented less than 1% of AmBev's
revenues in 2001. For more information regarding AmBev's beer and soft drink
exports see "Item 4--Information on the Company--AmBev Business Overview--Our
Products and Brands".

LEGAL PROCEEDINGS

     Except as set forth below, there are no legal proceedings to which we are
party, or to which any of our properties are subject which, either individually
or in the aggregate, may have a material adverse effect on our results of
operations, liquidity or financial condition. For further details, see note 17
of our consolidated financial statements.

     CIVIL CLAIMS.

     On February 29, 2000, five former shareholders of Antarctica who had
exercised appraisal rights under the Antarctica conversion jointly filed a
lawsuit against us and Antarctica in the 18th Civil Court of the City of Sao
Paulo. These former shareholders claim that the decision taken at the Antarctica
shareholders' meeting held on September 2, 1999 changing the valuation method
for determining the value of the Antarctica shares subject to appraisal rights
from the book value to economic value of such shares was invalid, because it
occurred after the plaintiffs had exercised their appraisal rights. These
plaintiffs claim compensation in the total amount of approximately R$0.8 million
(the current debt amount is R$1.1 million). On July 21, 2001, the court
dismissed the action against Antarctica. On December 21, 2001 the judge
adjudicated in favor of the minority shareholders requiring us to pay the
difference between the value of the shares. We will appeal this ruling and
expect to prevail in the court of appeals based upon advice from our external
counsel. Based upon this expectation, we have not made a provision for any
amount.

     TAX MATTERS.

     AmBev has filed claims against the Brazilian tax authorities alleging that
certain taxes are unconstitutional. These legal tax proceedings include claims
for income taxes, the value-added tax (ICMS), the excise tax (IPI) and revenue
taxes (PIS and COFINS). As these claims are contingent on obtaining favorable
judicial decisions, the corresponding assets which might arise in the future are
only recorded once it becomes certain that we will receive the amounts
previously paid or deposited.

                                      -101-
<Page>

     As of March 31, 2002, we have approximately 1,273 tax claims pending,
including judicial proceedings and administrative investigations. Most of these
claims relate to ICMS. We have made provisions for of R$111.80 million, in
connection with these tax proceedings for which we believe there is a probable
chance of loss.

     INCOME TAX AND SOCIAL CONTRIBUTION.

     Beginning in 1997, an amendment to the tax law confirmed the deductibility
of interest attributable to shareholders' equity for social contribution and
income tax purposes. Brahma filed a lawsuit with the 22nd Federal Court of Rio
de Janeiro, requesting recovery of social contribution taxes previously paid for
the 1996 fiscal year in the amount of R$20.1 million. The Federal Court granted
Brahma an injunction recognizing the deductibility of payment of interest
attributable to shareholders' equity and, as a result, allowing Brahma to
suspend the payment of social contribution amounts owed in 1999 up to the amount
not deducted in 1996, thereby allowing Brahma to offset the amounts of taxes
unduly paid in 1996 against the amounts owed in 1999. Brahma, however, never
used the benefit granted by this injunction, and in April 2001, the Federal
Court of Appeals reversed the Federal Court's injunction. On April 3, 2002, we
appealed the Federal Court of Appeal's judgment to the Brazilian Supreme Court
and to the Superior Court of Justice.

     VALUE-ADDED TAX, EXCISE TAX AND TAXES ON NET SALES.

     In October 1996, a tax law allowed credits of ICMS on capital expenditures
to be offset against the amounts payable on such tax. Based on this law and on
certain constitutional principles, some of our subsidiaries filed several
lawsuits with State Courts to allow them to offset ICMS tax paid prior to 1996
and with IPI excise tax paid in the 1997 against similar taxes payable in 1996.
From 1999 to December 31, 2001, we offset a total of approximately R$38.2
million in relation to these taxes. We made a provision regarding the amounts
offset, including the interest and penalties that could become payable should we
lose these lawsuits.

     In the first quarter of 1999, a new law came into effect requiring
Brazilian companies to pay PIS and COFINS not only on sales and services net
sales, but also on financial income. We have not been paying PIS and COFINS as
required by the new law, as we have obtained injunctions permitting the
non-payment of these additional taxes on the basis that the new law is
unconstitutional. As such new taxes remain in force until a final ruling is
rendered, we recorded the amount of R$37.4 million as "value-added and other
excise taxes on sales." We will not be permanently relieved of the obligation to
pay such taxes unless and until a final favorable ruling is rendered.

     Certain Brazilian taxpayers are prosecuting claims to be able to exclude
for the period from 1988 to 1995, in the calculation basis (i.e., the gross
revenue of the sixth previous month) the indexation for inflation prior to the
calculation of the PIS tax. The taxpayers argue that Complementary Law 7/70 does
not require indexation of the calculation basis, and the provision in the
Decree-laws, which created indexation of the calculation basis, was overturned
by the Federal Supreme Court and the Senate. The tax authorities asserted that
the Federal Supreme Court and Senate actions affected only the determination of
the calculation basis, but did not affect the definition of the indexation
procedure in the Decree-Laws.

     Until recently decisions at the appellate court level had been
inconsistent. On May 29, 2001 (ruling published on June 11, 2001) an arbitration
session of the appellate court ruled in favor of the taxpayer. In the
administrative system, the decisions have been favorable to the taxpayers, and
the tax authorities are no longer issuing new infraction notices regarding this
issue. Although the issue has not yet received a final unappealable ruling, the
probability of the taxpayers' position not prevailing is considered to be
remote.

                                      -102-
<Page>

     On October 15, 2001, we concluded the preliminary determination of the
credits arising in the five-year prescriptive period prior to the date of our
claim. The provision for the PIS liability, including interest and charges
totaling R$138.7 million was reversed to income and recorded in "Value-added and
excise taxes on sales" in the third quarter of 2001 and we are currently waiting
for a final decision.

     DISTRIBUTORS AND PRODUCT-RELATED CLAIMS.

     Numerous breach of contract claims have been filed against CBB by former
distributors of Brahma and Antarctica whose contracts were terminated due to low
sales volume, failure by distributors to meet our guidelines and a general
rationalization of the distribution network. Most claims are still in the lower
level, some have been appealed and are now in intermediate court levels, and a
few are currently being reviewed by the highest level appellate court in Brazil,
the Supreme Court of Justice. Additionally, former Antarctica distributors,
among a few other distributors, filed breach of contract claims against us.
These distributors seek the revision of certain terms and conditions of the
distribution agreement or alleged breach by us. Notwithstanding this, the
agreements continue to be in full force and effect and continue to be performed
outside of any court proceedings.

     The aggregate amount of these claims is approximately R$346.0 million.
AmBev has made a provision of R$30.0 million in regard to such claims, based on
advice of outside legal counsel. We intend to continue a program of increasing
our direct distribution and, in areas where we continue to use third-party
distributors, may terminate existing distributors in favor of new distributors.
We expect this program to result in additional lawsuits.

     There are currently 12 administrative proceedings against Brahma under
CADE's review, each of them commenced by former or present distributors who
challenge the legality of market practices of Brahma under distribution
arrangements and request the suspension of such market practices. CADE has
denied ten of these requests by determining that Brahma did not engage in any of
the alleged illegal activities. The remaining two proceedings are still being
analyzed by CADE.

     ANTITRUST MATTERS.

     There are currently two antitrust proceedings pending against us. Both were
commenced by CADE following its investigations in connection with the
combination. The first action concerns alleged tying arrangements whereby we
allegedly required our retailers to purchase certain of our soft drink products
in combination with their purchases of certain of our beer products. Since
April, 2001, such proceedings were submitted to CGSI (Coordenacao-Geral de
Analise de Infracoes nos Setores de Sevico) for investigation without any
further actions from the antitrust authorities.

     The second action refers to some complaints brought by ABRADISA (ASSOCIACAO
BRASILEIRA DE DISTRIBUIDORES ANTARCTICA), alleging that provisions in our
distribution agreements are illegal exclusivity provisions. After appropriate
investigations, on February 22, 2002 the antitrust authorities (SDE) decided to
accept the proceedings against us in order to determine whether there is
circumstantial evidence relating to unfair market practices. The antitrust
authorities are seeking to determine whether or not the following main practices
are taking place: (i) establishment of minimum quotas for retailers to purchase
our beverages; (ii) imposition of sale price to retailers; (iii) whether the
share of the distribution network among Antarctica, Skol and Brahma products has
resulted in damages to retailers' fair competition; (iv) unjustified increase in
price; and (v) unfair competition between retailers and direct distribution.

     Based on the arguments presented before the antitrust authorities on April
2, 2002 and on advice received from outside counsel, we believe that we have a
good chance of being successful in these proceedings. Therefore, we have not
made a provision for any amount.

                                      -103-
<Page>

     According to applicable Brazilian antitrust legislation, fines of up to 30%
of our gross revenue in the previous fiscal year may be levied upon the company
and, if they prove the personal liability of an officer, such officer may be
levied a fine of 10 - 50% of the fine applied to the company.

     Brahma's joint ventures with Miller and Unilever Brasil Ltda., its
franchise agreement with PepsiCo and Skol's licensing agreement with Carlsberg
were all required to be submitted to CADE for approval. See "--Joint Ventures
and Strategic Alliances."

     In October 1998, CADE approved the franchise agreement with PepsiCo
International, Inc. In early 1999, CADE approved Brahma's joint venture with
Unilever Brasil Ltda., which resulted in the creation of Ice Tea do Brasil Ltda.
Also in 1999, the Skol licensing arrangement with Carlsberg was approved by
CADE. Miller was approved in 1997.

     CADE is currently reviewing our cooperation with Souza Cruz S.A. for the
implementation of Agrega, a business-to-business website by means of which the
acquisition of MRO (materials, repairs and operation) products and services will
be negotiated. The Agrega joint venture was commenced on November 30, 2000, and
CADE has yet to render a decision.

     After PepsiCo's acquisition of Gatorade and subsequent licensing of the
trademark to us, CADE is analyzing the isotonic market concentration. On May 5,
2002, CADE rejected a solicitation by the antitrust authorities to suspend
effectiveness of such concentration (relating to production and distribution of
Gatorade), as a result of our license to maintain Gatorade's production centers
as well as independent marketing and commercial policies for each of Marathon
and Gatorade.

     LABOR MATTERS.

     We are involved in approximately 8,600 legal proceedings with former and
current employees, mainly relating to dismissals, severance, overtime, health
and safety premiums, supplementary retirement benefits and other matters, all of
which are awaiting judicial resolution. We have established provisions in the
amount of R$58.8 million as of April 30, 2002, in connection with all labor
proceedings in which we believe there is a probable chance of loss. In Brazil,
it is not unusual for a company to be a defendant in a large number of labor
claims.

     In compliance with CADE's decision approving the controlling shareholders'
contribution and the performance agreement that we entered into with CADE, any
dismissals must be made in accordance with the restrictions imposed by the
decision. See "The Combination - Brazilian Antitrust Approval." We are involved
in some lawsuits filed by dismissed employees claiming reinstatement in view of
the CADE decision.

     ENVIRONMENTAL MATTERS.

     On November 7, 2001, the District Attorney of Manaus (PROMOTORIA) notified
us that a criminal action had been commenced against IBANN, our subsidiary and
three of its officers in the district court of the State of Manaus claiming
damages for harm allegedly done to the IGARAPE DOS FRANCESES forest. On March
21, 2002, the district attorney proposed a settlement through a series of
environmental projects. We are currently evaluating these projects and the
impact this may have on our business. We cannot assure you that this would not
have a materially adverse effect on our business. If we are found liable, we
could be made to pay fines, implement social education programs for the
environment, reforest the region, and the officers named in the lawsuit could be
subject to criminal sanctions.

                                      -104-
<Page>

DIVIDEND POLICY

     For information regarding our dividend policy, see "Item 3--Key
Information--Selected Financial Data--Dividends--Dividend Policy".

SIGNIFICANT CHANGES

     Except as otherwise described in our annual financial statements, there has
been no significant changes in our business, financial conditions or results
since December 31, 2001.

Item 9.   The Offer and Listing

              PRINCIPAL MARKET AND TRADING MARKET PRICE INFORMATION

     AmBev is registered as a publicly held company with the CVM and has been
listed on the Brazilian stock exchanges since December 17, 1998, under the name
of Aditus Participacoes S.A. Because AmBev was originally incorporated as a
shelf company without any operational activity, there was no market for AmBev
shares until September 17, 1999, two business days after the Antarctica
conversion. From September 17, 1999 until September 15, 2000, the first date
following the Brahma conversion, there was a limited trading market for AmBev
shares. For a description of the combination transactions that led to the
formation of AmBev, including the Antarctica and Brahma conversions, see "The
Combination and Antitrust Approval". AmBev shares are quoted on the Sao Paulo
Stock Exchange under the symbols "AMBV3" (common shares) and "AMBV4" (preferred
shares). Until April 28, 2000, the AmBev shares were traded in the Rio de
Janeiro Stock Exchange and other Brazilian stock exchanges under the symbols
"AMBVON" (common shares) and "AMBVPN" (preferred shares).

     On October 20, 2000, the shareholders of AmBev present at an extraordinary
general meeting unanimously approved a five-for-one stock split of the company's
outstanding common and preferred shares. See note 15(a)(ii) in the consolidated
financial statements.

SHARES

     The table below shows the quoted high and low closing sales prices in reais
on the Sao Paulo Stock Exchange for AmBev's preferred and common shares for the
indicated periods on and after September 15, 2000. All prices quoted below
relating to periods prior to September 15, 2000, relate to high and low closing
sales prices in reais on the Sao Paulo Stock Exchange for preferred and common
shares of Brahma, AmBev's predecessor. All share prices, including prices
relating to Brahma preferred and common shares, have been restated to reflect
AmBev's five-for-one stock split described in the preceding paragraph.

                                      -105-
<Page>

       TRADING PRICES ON THE SAO PAULO STOCK EXCHANGE: PREFERRED SHARES(1)

<Table>
<Caption>
                                                                                       PER 1000 PREFERRED SHARES
                                                                                   --------------------------------
                                                                                        HIGH              LOW
                                                                                   --------------   ---------------
                                                                                             (IN REAIS)
<S>                                                                                     <C>              <C>
ANNUAL
---------
2001............................................................................        R$581            R$406
2000............................................................................          488              208
1999............................................................................          272               92
1998............................................................................          176               78
1997............................................................................          170              112

QUARTERLY
---------
2001
      First Quarter.............................................................        R$558            R$458
      Second Quarter............................................................          581              476
      Third Quarter.............................................................          535              415
      Fourth Quarter............................................................          521              406
2000
      First Quarter.............................................................        R$278            R$208
      Second Quarter............................................................          306              220
      Third Quarter prior to September 14.......................................          390              307
      Third Quarter from September 17...........................................          408              388
      Fourth Quarter............................................................          488              374

MONTHLY
---------
2001
      December..................................................................        R$515            R$467
2002
      January...................................................................          500              465
      February..................................................................          479              454
      March.....................................................................          483              445
      April.....................................................................          488              450
      May.......................................................................          495              469
      June (through June 17)....................................................          482              445
</Table>

----------
SOURCE:  Bloomberg

(1)  For a period of time commencing September 17, 1999, two business days after
     the Antarctica conversion, and prior to September 15, 2000, the first date
     following the Brahma conversion, two separate trading markets existed for
     the shares of AmBev and Brahma, AmBev's predecessor. Due to the limited
     trading volume in AmBev's shares throughout this period, however, this
     chart only relates to the stock prices of Brahma shares for the period of
     time commencing September 17, 1999 and prior to September 15, 2000.

                                      -106-
<Page>

        TRADING PRICES ON THE SAO PAULO STOCK EXCHANGE: COMMON SHARES(1)

<Table>
<Caption>
                                                                                        PER 1000 COMMON SHARES
                                                                                   --------------------------------
                                                                                        HIGH              LOW
                                                                                   --------------   ---------------
                                                                                             (IN REAIS)
<S>                                                                                     <C>              <C>
ANNUAL
---------

2001............................................................................        R$540            R$350
2000............................................................................          470              158
1999............................................................................          190               92
1998............................................................................          160               77
1997............................................................................          171              111

QUARTERLY
---------
2001
      First Quarter.............................................................        R$540            R$415
      Second Quarter............................................................          530              400
      Third Quarter.............................................................          535              350
      Fourth Quarter............................................................          495              350
2000
      First Quarter.............................................................        R$186            R$158
      Second Quarter............................................................          233              180
      Third Quarter prior to September 14.......................................          302              236
      Third Quarter from September 17...........................................          312              294
      Fourth Quarter............................................................          470              312

MONTHLY
---------
2001
      December..................................................................        R$495            R$400
2002
      January...................................................................          445              400
      February..................................................................          410              385
      March.....................................................................          420              394
      April.....................................................................          420              392
      May.......................................................................          417              398
      June (through June 17)....................................................          409              390
</Table>

----------
SOURCE:  Bloomberg

(1)  For a period of time commencing September 17, 1999, two business days after
     the Antarctica conversion, and prior to September 15, 2000, the first date
     following the Brahma conversion, two separate trading markets existed for
     the shares of AmBev and Brahma, AmBev's predecessor. Due to the limited
     trading volume in AmBev's shares throughout this period, however, this
     chart only relates to the stock prices of Brahma shares for the period of
     time commencing September 17, 1999 and prior to September 15, 2000.

ADRs

     AmBev has registered two classes of American Depositary Shares (ADSs)
pursuant to the Securities Exchange Act: ADSs evidenced by American Depositary
Receipts (ADRs) representing 100 preferred shares, and ADSs evidenced by ADRs
representing 100 common shares. The ADSs have been listed on the New York Stock
Exchange since September 15, 2000 and trade under the symbols "ABV.c" (ADSs
representing AmBev common shares) and "ABV" (ADSs representing AmBev preferred
shares). On October 20, 2000, the shareholders present at an extraordinary
general meeting unanimously approved a five-for-one stock split of the company's
outstanding common and preferred shares. However, AmBev's ADSs were not split.
Prior to the stock split, each ADS represented 20 common or preferred shares of
AmBev. Since the stock split did not affect AmBev's ADSs, after the stock split
each ADS represented 100 common or preferred shares of AmBev. Consequently, the
stock split did not have a significant impact on the price of our ADRs.

                                      -107-
<Page>

     As of March 31, 2002, there were 88 registered holders of our preferred
ADSs, with approximately 99.9% of the preferred ADSs registered in the name of
The Depository Trust Company. As of March 31, 2002, there were 2 registered
holders of the common ADSs, with approximately 99.9% of the ADSs registered in
the name of The Depository Trust Company.

     The information presented in the table below represents, for the indicated
periods, the reported high and low closing sales prices of AmBev ADRs quoted in
U.S. dollars on the New York Stock Exchange. All prices quoted below relating to
periods prior to September 15, 2000, relate to the reported high and low closing
sales prices of the ADRs of Brahma, AmBev's predecessor, quoted in dollars on
the New York Stock Exchange.

        TRADING PRICES ON THE NEW YORK STOCK EXCHANGE: ADSs REPRESENTING
                             100 PREFERRED SHARES(1)

<Table>
<Caption>
                                                                       PER 100 PREFERRED SHARE ADSs
                                                                     --------------------------------
                                                                           HIGH             LOW
                                                                     ---------------   --------------
                                                                                (IN U.S.$)
<S>                                                                     <C>              <C>
ANNUAL
---------
2001..............................................................      U.S.$28.70       U.S.$14.20
2000..............................................................           25.50            11.81
1999..............................................................           14.50             7.00
1998..............................................................           15.56             6.63
1997..............................................................           16.00            10.87

QUARTERLY
---------
2001
     First Quarter................................................      U.S.$28.70       U.S.$23.10
     Second Quarter...............................................           25.47            19.27
     Third Quarter................................................           23.17            14.20
     Fourth Quarter...............................................           21.47            14.45
2000
     First Quarter................................................      U.S.$16.25       U.S.$12.13
     Second Quarter...............................................           17.00            11.81
     Third Quarter prior to September 14, 2000....................           21.19            17.00
     Third Quarter from September 17, 2000........................           22.13            21.25
     Fourth Quarter                                                          25.50            19.75

MONTHLY
---------
2001
     December.....................................................      U.S.$21.47       U.S.$19.70
2002
     January......................................................           21.49            18.88
     February.....................................................           20.12            18.30
     March........................................................           20.45            18.52
     April........................................................           21.30            19.45
     May..........................................................           21.25            18.72
     June (through June 17).......................................           19.00            16.37
</Table>

----------
SOURCE:  Bloomberg

(1)  For a period of time commencing on September 17, 1999, two business days
     after the Antarctica conversion, and prior to September 15, 2000, the first
     date following the Brahma conversion, there did exist two separate trading
     markets for the shares of AmBev and Brahma, AmBev's predecessor. Due to the
     limited trading volume in AmBev's shares throughout this period, however,
     this chart only relates to the stock prices of Brahma shares for the period
     of time commencing on September 17, 1999 and prior to September 15, 2000.

                                      -108-
<Page>

        TRADING PRICES ON THE NEW YORK STOCK EXCHANGE: ADSs REPRESENTING
                              100 COMMON SHARES(1)

<Table>
<Caption>
                                                                         PER 100 COMMON SHARE ADSs
                                                                     --------------------------------
                                                                           HIGH             LOW
                                                                     ---------------   --------------
                                                                                (IN U.S.$)
<S>                                                                     <C>              <C>
ANNUAL
---------
2001..............................................................      U.S.$26.00       U.S.$10.00
2000..............................................................           19.88             9.00
1999..............................................................           10.25             7.31
1998..............................................................           13.75             6.63
1997..............................................................           16.00            10.50

QUARTERLY
---------
2001
     First Quarter................................................      U.S.$26.00       U.S.$21.00
     Second Quarter...............................................           22.26            18.00
     Third Quarter prior to September 14, 2000....................           22.00            12.00
     Fourth Quarter...............................................           16.60            10.00
2000
     First Quarter................................................      U.S.$10.19       U.S.$ 9.00
     Second Quarter...............................................           12.13             9.69
     Third Quarter prior to September 14, 2000....................           16.00            10.63
     Third Quarter from September 17, 2000........................           15.00            15.00
     Fourth Quarter...............................................           19.88            14.50

MONTHLY
---------
2001
     December.....................................................      U.S.$15.00       U.S.$12.00
2002
     January......................................................      U.S.$18.75       U.S.$14.00
     February.....................................................           17.00            14.00
     March........................................................           17.25            14.00
     April........................................................           17.50            14.00
     May..........................................................           17.00            14.00
     June (through June 17).......................................           14.00            14.00
</Table>

----------
SOURCE:  Bloomberg

(1)  For a period of time commencing on September 17, 1999, two business days
     after the Antarctica conversion, and prior to September 15, 2000, the first
     date following the Brahma conversion, there did exist two separate trading
     markets for the shares of AmBev and Brahma, AmBev's predecessor. Due to the
     limited trading volume in AmBev's shares throughout this period, however,
     this chart only relates to the stock prices of Brahma shares for the period
     of time commencing on September 17, 1999 and prior to September 15, 2000.

                  REGULATION OF THE BRAZILIAN SECURITIES MARKET

     The Brazilian securities markets are regulated by the CVM, which has
general authority over the stock exchanges and securities markets, as well as by
the Central Bank, which has, among other powers, licensing authority over
brokerage firms and regulates foreign investment and foreign exchange
transactions. The Brazilian securities markets are governed by Law No. 10,198/01
dated February 14, 2001, Law No. 10,303/01 dated October 31, 2001 and Law No.
10,411/02 dated February 26, 2002, which introduced new concepts and several
changes to Law No. 6,385 dated December 7, 1976, as amended and supplemented
(the "Brazilian Securities Law"), and in Law No. 6,404 of December 15, 1976, as
amended and supplemented (the "Brazilian Corporate Law") and by regulations
issued by the CVM, the CONSELHO MONETARIO NACIONAL (National Monetary Council)
and the Central Bank. These laws

                                      -109-
<Page>

and regulations, among others, provide for disclosure requirements, restrictions
on insider trading and price manipulation, and protection of minority
shareholders. They also provide for licensing and oversight of brokerage firms
and governance of Brazilian stock exchanges. However, the Brazilian securities
markets are not as highly regulated and supervised as U.S. securities markets.

     Under Brazilian Corporate Law, a company is either publicly held (listed),
a COMPANHIA ABERTA, such as AmBev, whose shares are publicly traded on the Sao
Paulo Stock Exchange (Bovespa), or privately held (unlisted), a COMPANHIA
FECHADA. All listed companies are registered with the CVM and are subject to
reporting and regulatory requirements. Law No. 10,303/01 allows the CVM to
classify listed companies according to the kind of securities they issue. A
company registered with the CVM may trade its securities either on the Brazilian
stock exchanges or in the Brazilian over-the-counter market. Shares of companies
like AmBev traded on the Sao Paulo Stock Exchange may not also be traded on the
Brazilian over-the-counter market. The shares of a listed company, including
AmBev, may also be traded privately subject to several limitations. To be listed
on the Sao Paulo Stock Exchange a company must apply for registration with the
CVM.

     The trading of securities on the Brazilian stock exchanges may be halted at
the request of a company in anticipation of a material announcement and are
sometimes required by law to request such suspension. Trading may also be
suspended on the initiative of a Brazilian stock exchange or the CVM, among
other reasons, based on or due to a belief that a company has provided
inadequate information regarding a significant event or has provided inadequate
responses to inquiries by the CVM or a stock exchange.

TRADING ON THE BRAZILIAN STOCK EXCHANGES

     On January 27, 2000, a formal protocol was signed merging the previous nine
Brazilian stock exchanges. Following the merger, the Sao Paulo Stock Exchange is
the only Brazilian stock exchange on which private equity and private debt may
be traded. The Sao Paulo Stock Exchange is a not-for-profit entity owned by its
member brokerage firms. Trading on the Sao Paulo Stock Exchange is limited to
member brokerage firms and a limited number of authorized non-members. The Sao
Paulo Stock Exchange trading sessions are from 10:00 a.m. to 5:00 p.m., subject
to change during daylight savings time in the United States. The Sao Paulo Stock
Exchange also permits trading from 5:45 p.m. to 7:00 p.m. on an on-line system
connected to traditional and Internet brokers called the After Market. Trading
on the After Market is subject to regulatory limits on price volatility and on
the volume of shares transacted through Internet brokers. CVM has discretionary
authority to suspend trading in shares of a particular issuer under specific
circumstances. Securities listed on the Sao Paulo Stock Exchange may also be
traded off the exchange under specific circumstances, but such trading is very
limited.

     Settlement of transactions is effected three business days after the trade
date. Delivery of and payment for shares are made through the facilities of
separate clearing houses for each exchange, which maintain accounts for the
member brokerage firms. The seller is ordinarily required to deliver the shares
to the exchange on the second business day following the trade date. The
clearing house for the Sao Paulo Stock Exchange is COMPANHIA BRASILEIRA DE
LIQUIDACAO E CUSTODIA (CBLC), which is owned by the Sao Paulo Stock Exchange and
its members.

     In order to better control volatility, the Sao Paulo Stock Exchange has
adopted a "circuit breaker" mechanism pursuant to which trading sessions may be
suspended for a period of 30 minutes or one hour whenever the index of the stock
exchange downwards 10%.

     Although the Brazilian equity market is Latin America's largest in terms of
market capitalization, it is smaller, more volatile and less liquid than the
major U.S. and European securities markets. At

                                      -110-
<Page>

December 31, 2001, the aggregate market capitalization of all the companies
listed on Sao Paulo Stock Exchange was equivalent to approximately R$430.3
billion, and the 10 largest companies, which included AmBev, represented 8.0% of
the total market capitalization of all listed companies. Although all of the
outstanding shares of a listed company are actually available for trading by the
public, in most cases fewer than half of the listed shares are actually traded
by the public because the remainder of a listed company's shares are usually
held by small groups of controlling persons, by governmental entities or by one
principal shareholder. For this reason, data showing the total market
capitalization of Brazilian stock exchanges tend to overstate the liquidity of
the Brazilian equity securities market.

     There is also significantly greater concentration in the Brazilian
securities markets. During the year ended December 31, 2001, the ten most
actively traded issues represented approximately 54.0% of the total volume of
shares traded on the Sao Paulo Stock Exchange, compared to 52.0% in 2000.

     Trading on Brazilian stock exchanges by non-residents of Brazil is subject
to limitations under Brazilian foreign investment legislation. See "Item 3--Key
Information--Exchange Rate Information--Exchange Controls" and "Item
10--Additional Information--Memorandum and Articles of Association--Restrictions
on Foreign Investment".

Item 10.  Additional Information

                     MEMORANDUM AND ARTICLES OF ASSOCIATION

     Set forth below is a brief summary of the material provisions concerning
our preferred shares, common shares, by-laws and the Brazilian Corporate Law. In
Brazil, the principal governing document of a corporation is the company's
by-laws (ESTATUTO SOCIAL). This description is qualified in its entirety by
reference to Brazilian Corporate Law and our by-laws. An English translation of
our by-laws has been filed with the Securities and Exchange Commission of the
United States (SEC) as an annex to our prospectus filed as part of the Form F-4
filed by us on August 29, 2000, as amended on April 27, 2001 (the amendments to
the by-laws are incorporated by reference to the Form 6-K filed by AmBev on May
30, 2001). A copy of our by-laws (together with an English translation) is also
available for inspection at the principal office of the Depositary. Information
on the trading market for our preferred shares is set forth under "Item 9--The
Offer and Listing-Principal Market and Trading Market Price Information" and
information on ownership of our shares is set forth under "Item 7--Major
Shareholders and Related Party Transactions--Major Shareholders".

     Our capital stock is comprised of preferred shares and common shares, all
without par value. At June 17, 2002, there were 24,299,222,825 preferred shares
outstanding and 16,205,207,116 common shares outstanding.

     Our preferred shares are non-voting except under limited circumstances and
are entitled to priority over our common shares in the case of liquidation. See
"--Voting Rights", for more information regarding the voting rights of our
preferred shares.

     Under Brazilian Corporate Law, as amended by Law No. 10,303/01, the number
of non-voting shares or shares with limited voting rights, such as our preferred
shares, may not exceed half (50%) of the total number of issued shares. Before
Law No. 10,303/01, the number of non-voting shares was at two-thirds of the
total number of shares. New companies have to observe the new percentage to
apply for registration before the CVM. Already existing companies may keep
existing proportion between common shares and preferred shares or they may
choose one of the following two options: (i) issue new common shares up to the
amount necessary to adequate the issued shares to such proportion; or (ii) buy

                                      -111-
<Page>

preferred issued shares from the shareholders. Since these changes are being
conducted by operation of law, any procedures adopted by the company will not
grant appraisal rights to minority shareholders.

     The majority of members of our Board of Directors will be elected by the
controlling shareholders of our common shares. Board members, even if elected by
one specific shareholder, owe fiduciary duties towards our Company and all of
our shareholders. At the same time, any director appointed by shareholders bound
by a shareholders' agreement is also bound by the terms of such agreement. See
"-Item 7-Major Shareholders and Related Party Transactons".

GENERAL

     Our registered name is Companhia de Bebidas das Americas - AmBev and our
registered office is in Sao Paulo. Our registration number with the Brazilian
Commercial Registry is 35300157770. AmBev's principal corporate purposes include
the production and sale of beer, soft drinks and other beverages. A more
detailed description of AmBev's purposes can be found in Chapter I, Article 3 of
AmBev's by- laws.

BOARD OF DIRECTORS

     According to Brazilian Corporate Law any matters subject to the approval of
the Board of Directors can be approved by a "simple majority" of votes of the
members present at the meeting. The same rules apply pursuant to AmBev's
by-laws.

     Pursuant to AmBev's by-laws any matters requiring the approval of the Board
of Directors will be approved by the affirmative vote of a majority of its Board
members present at the relevant meeting.

     In matters that a director may have a conflict, Brazilian Corporate Law
sets forth that such director must disclose to the entire Board his/her interest
in the matter and abstain from voting. Any transaction that a director may have
an interest in can only be approved if carried out on an arm's-length basis.

     The by-laws and the Brazilian Corporate Law require that our directors be
shareholders of the Company. Ownership of one share is sufficient to satisfy
this condition.

RESERVES AND DIVIDENDS

     The discussion below summarizes the main provisions of Brazilian Corporate
Law regarding the establishment of reserves by corporations and rules with
respect to the distribution of dividends, including provisions regarding the
interest charge attributed to shareholders' equity. Because dividends payable by
AmBev to its shareholders will derive primarily from the dividends it receives
from CBB and its subsidiaries, the discussion below contains information with
regard to both AmBev and CBB, in addition to generic provisions under Brazilian
Corporate Law.

     CALCULATION OF DISTRIBUTABLE AMOUNTS.

     At each annual shareholders' meeting, the Board of Directors is required to
propose how the company's earnings for the preceding fiscal year are to be
allocated. For purposes of Brazilian Corporate Law, a company's net income after
income taxes and social contribution taxes for such fiscal year, net of any
accumulated losses from prior fiscal years and amounts allocated to employees'
and management's participation in earnings represents its "income" for such
fiscal year. In accordance with Brazilian Corporate Law, an amount equal to the
company's "income", as adjusted (the "adjusted income", which

                                      -112-
<Page>

we will refer to as the "distributable amount") will be available for
distribution to shareholders in any particular year. Such distributable amount
will be affected by the following:

     -    reduced by amounts allocated to the social reserve, if any;

     -    reduced by amounts allocated to the statutory (legal) reserve;

     -    reduced by amounts allocated to the unrealized income reserve
          established by the company in compliance with applicable law (as
          discussed below); and

     -    increased by reversals of reserves constituted in prior years.

     Social Reserve. AmBev's by-laws provide that it may set aside up to 10% of
its "income" for payments to foundations (such as the Zerrenner Foundation)
which provide welfare benefits to AmBev's employees and associates.

     Statutory (Legal) Reserve. Under Brazilian Corporate Law, corporations
(such as AmBev and CBB) are required to maintain a "legal reserve" to which they
must allocate 5% of their "income" for each fiscal year until the amount of the
reserve equals 20% of their paid-in capital. Accumulated losses, if any, may be
charged against the legal reserve. Other than that, the legal reserve can only
be used to increase the company's capital.

     Reserve for Investment Projects. Under Brazilian Corporate Law, a portion
of a corporation's "income" may be allocated for discretionary appropriations
for plant expansion and other fixed or working capital investment projects, the
amount of which is based on a capital budget previously presented by management
and approved by shareholders. After completion of the relevant capital projects,
the company may retain the appropriation until a shareholder vote to transfer
all or a portion of the reserve to capital or retained earnings.

     Unrealized Income Reserve. The "unrealized income" in any particular year
represents the sum of the net credit balance from the:

     -    price-level restatement of some balance sheet accounts (through 1995)
          in such year;

     -    share of equity earnings of subsidiary and associated companies in
          such year not yet distributed in the form of dividends; and

     -    profits from installment sales to be received after the end of the
          next succeeding fiscal year.

     Under Brazilian Corporate Law, the amount of "unrealized income" may be
allocated to an "unrealized income reserve" for any particular year in the
amount by which it exceeds the sum allocated to:

     -    the legal reserve; and

     -    the reserve for investment projects in such year.

     Tax Incentive Reserve. Under Brazilian tax laws, a portion of "income" may
also be allocated to a general "tax incentive reserve" in amounts corresponding
to reductions in the company's income tax generated by credits for particular
government-approved investments. The reserve is available only in

                                      -113-
<Page>

connection with the acquisition of capital stock of companies undertaking
specific government-approved projects.

     Brazilian Corporate Law provides that all discretionary allocations of
"income", including the unrealized income reserve and the reserve for investment
projects are subject to approval by the shareholders voting at the annual
meeting and may be transferred to capital or used for the payment of dividends
in subsequent years. The tax incentive reserve and the legal reserve are also
subject to approval by the shareholders voting at the annual meeting and may be
transferred to capital or used to absorb losses, but are not available for the
payment of dividends in subsequent years.

     MANDATORY DIVIDEND.

     Under their by-laws, AmBev and CBB are required to distribute to
shareholders as dividends in respect to each fiscal year ending on December 31
an amount not less than 27.5%, respectively, of the distributable amount (the
mandatory dividend). In addition to the mandatory dividend, the Board of
Directors may recommend payment of dividends to the shareholders from other
funds legally available. Any payment of interim dividends or payment of interest
attributable to shareholders' equity will be netted against the amount of the
mandatory dividend for that fiscal year.

     Under Brazilian Corporate Law, the mandatory dividend must be paid in every
fiscal year. However, the mandatory dividend need not be paid in any fiscal year
in which the Board of Directors and executive officers advise the shareholders
at the annual shareholders' meeting that payment of the mandatory dividend would
be incompatible with the company's financial situation. While the law does not
establish the circumstances in which payment of the mandatory dividend would be
"incompatible" with the company's financial situation, it is generally agreed
that a company need not pay the mandatory dividend if such payment threatens the
existence of the company as a going concern or harms its normal course of
operations. Non-payment of the mandatory dividend must be approved by the
company's fiscal committee (Conselho Fiscal). In the case of publicly held
corporations, its management must submit an annual report setting out the
reasons for non-payment of the mandatory dividend to its shareholders and the
CVM. If the mandatory dividend is not paid and funds are available, those funds
must be deposited in a special reserve account. If amounts credited to this
reserve are not absorbed by losses incurred in subsequent fiscal years, they
must be paid out in dividends as soon as this is compatible with the financial
situation of the company.

     DIVIDEND PREFERENCE OF PREFERRED SHARES.

     Pursuant to AmBev's by-laws, if any, the preferred shareholders of AmBev
are entitled to dividends 10% greater than the dividends to be paid to its
common shareholders.

     PAYMENT OF DIVIDENDS.

     AmBev is required by Brazil's corporate laws to hold an annual
shareholders' meeting by no later than April 30 of each year, at which time an
annual dividend may be declared. Additionally, interim dividends may be declared
by the Board of Directors. Any holder of record of shares at the time of a
dividend declaration is entitled to receive dividends. Under Brazilian Corporate
Law, dividends are generally required to be paid to the holder of record on a
dividend declaration date within 60 days following the date the dividend was
declared, unless a shareholders' resolution sets forth another date of payment,
which, in either case, must occur prior to the end of the fiscal year in which
such dividend was declared. AmBev's by-laws do not provide for a time frame for
payment of dividends. The mandatory dividend is satisfied through payments made
in the form of dividends and interest attributable to shareholders' equity,
which is equivalent to a dividend but is a more tax efficient way to distribute

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earnings from the companies' perspective, as it is generally deductible for
income tax purposes. Any holder of record of shares at the time of a dividend
declaration is entitled to receive dividends. A shareholder has a three-year
period from the dividend payment date to claim dividends in respect of its
shares, after which the company has no liability for such payment.

     Payments to ADS holders. Dividends paid to shareholders that are not
Brazilian residents, including holders of our American Depositary Shares (ADSs),
are exempt from Brazilian withholding tax with respect to profits accrued as
from January 1, 1996. Shareholders who are not residents of Brazil must register
their investment with the Central Bank in order for dividends, sales proceeds or
other amounts to be eligible for remittance in foreign currency outside of
Brazil. The preferred and common shares underlying our ADSs are held in Brazil
by the custodian (Banco Itau S.A.), as agent for the depositary (The Bank of New
York), which is the registered owner of AmBev shares. Payments of cash dividends
and distributions, if any, on AmBev common and preferred shares will be made in
Brazilian reais to the custodian on behalf of The Bank of New York, which will
then convert such proceeds into U.S. dollars and will deliver such U.S. dollars
to The Bank of New York for distribution to the holders of AmBev ADSs. In the
event that the custodian is unable to immediately convert the real dividends
into U.S. dollars, holders of the preferred and common AmBev ADSs may be
adversely affected by devaluations or other exchange rate fluctuations before
such dividends can be converted and remitted. Fluctuations in the exchange rate
between the real and the U.S. dollar may also affect the U.S. dollar equivalent
of the reais price of the preferred and common shares of AmBev on the Brazilian
stock exchanges.

INTEREST ATTRIBUTABLE TO SHAREHOLDERS' EQUITY

     Pursuant to a change in Brazilian tax law effective January 1, 1996,
Brazilian companies are permitted to pay limited amounts to shareholders of
equity securities and treat such payments as an expense for Brazilian income tax
purposes and, beginning in 1998, for social contribution purposes. The purpose
of the tax law change is to encourage the use of equity investment, as opposed
to debt, to finance corporate activities. The amount of any such notional
"interest" payment to holders of equity securities is generally limited in
respect of any particular year to the greater of (a) 50% of retained earnings
for such year or (b) 50% of pre-tax profits for such year multiplied by the TAXA
DE JUROS DE LONGO PRAZO (TJLP) interest rate, which is the official rate for
governmental long-term loans. For accounting purposes, although the interest
charge must be reflected in the statement of operations to be tax-deductible,
the charge is reversed before calculating net income in the statutory financial
statements and deducted from shareholders' equity in a manner similar to a
dividend. A 15% withholding tax is due by the shareholders upon receipt of the
interest amount but the tax is usually paid by the companies on behalf of the
shareholders, upon distribution of the interest. Beginning in 1997, the
withholding tax has been paid by Brahma and Antarctica on behalf of its
shareholders. As from 1998, such payments are also deductible for social
contribution purposes.

     Interest attributable to shareholders' equity is treated as a dividend for
purposes of the mandatory dividend.

VOTING RIGHTS

     Each common share entitles its holder to one vote at meetings of
shareholders of AmBev. Holders of preferred shares are not entitled to vote at
AmBev's shareholders' meetings.

     Brazilian Corporate Law provides that non-voting shares entitled to receive
minimum or fixed dividends acquire voting rights in the event that a company
fails to pay the minimum or fixed dividends to which such shares are entitled
for three consecutive fiscal years. The voting rights continue until

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payment of dividends is resumed (or until all dividends due are paid, in the
case of preferred shares with cumulative votes). Pursuant to AmBev's by-laws,
the existing preferred shares of AmBev will not acquire such voting rights as
AmBev preferred shares are not entitled to receive minimum or fixed dividends.

ELECTION OF DIRECTORS

     Each common share of AmBev represents one vote at any shareholders' meeting
in connection with the election of the Board of Directors of AmBev. Due to
recent changes introduced by Law No. 10,303/01, minority shareholders holding at
least 15% of voting capital or preferred shareholders holding at least 10% of
total capital may each elect one member of the Board of Directors and its
alternate member. Additionally, if such shareholders do not achieve such
percentage, they can jointly appoint one member of the Board of Directors and
its alternate member once they represent, together, at least 10% of total
capital. In order to exercise these minority rights, the shareholders must prove
that they have held the shares for at least the last three months.

     If such prerogative is exercised with the adoption of a cumulative voting
procedure, the controlling shareholder would always have the right to elect the
same numbers of members plus one, independently of the number of directors.

     Additionally, until the 2005 Ordinary Shareholders Meetings, the director
appointed by referred shareholders (Whether or not together with voting minority
shareholders) shall be selected from a three-name list previously prepared by
the controlling shareholder.

     Shareholders holding shares representing at least 10% of the shares
entitled to vote in the shareholders' meeting, or such smaller percentage
applicable according to a sliding scale determined by the CVM and based on the
capital of the company, have the right to request that a cumulative voting
procedure be adopted. Under such procedure, each voting share shall have as many
votes as there are positions of directors to be filled, and each shareholder may
cast all the votes for a single candidate or distribute them among various
candidates.

     Under the by-laws of AmBev and applicable law, the number of directors may
be reduced to a minimum of three. Under Brazilian Corporate Law, if the number
of directors is reduced to five or less, the percentage necessary for any
minority shareholder or group of minority shareholders to elect at least one
member of the Board of Directors under the cumulative vote procedure cannot
exceed 20% of the voting shares of AmBev. Because the AmBev shareholders'
agreement provides that the Zerrenner Foundation shall have the right to appoint
four members of the Board of Directors, any reduction in the number of such
members to fewer than four would be subject to the Zerrenner Foundation's
approval.

LIQUIDATION

     In the event of liquidation, a general shareholders meeting shall determine
the form of liquidation and appoint a financial committee to operate during the
liquidation period. See "--Shareholders' Meeting". A liquidator will be
appointed by the Board of Directors.

     Upon liquidation, the AmBev preferred shares have an absolute preference
over the AmBev common shares. In the event of a liquidation, the assets
available for distribution to AmBev's shareholders would be distributed first to
the preferred shareholders in an amount equal to their pro rata share of the
legal capital of the company (AmBev's current by-laws state that its authorized
capital is R$2,565,249,472.76), prior to making any distributions to AmBev's
common shareholders. In the event that the assets to be so distributed are
insufficient to fully compensate AmBev's preferred shareholders,

                                      -116-
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the preferred shareholders would each receive a pro rata amount (based on their
pro rata share of the legal capital of the company excluding the common shares
in such calculation) of any available assets.

     Although the Zerrenner Foundation's assets are consolidated into AmBev's
reconciliation of its Brazilian Corporate Law financial statements to U.S. GAAP
in the event of liquidation, the creditors of AmBev would not have access to the
assets of the Zerrenner Foundation.

SHAREHOLDERS' MEETING

     A general meeting is convened by publishing, no fewer than 15 days prior to
the scheduled meeting date and, no fewer than three times, a notice in the
Diario Oficial do Estado de Sao Paulo and in a newspaper with general
circulation in Sao Paulo, where AmBev has its registered office. The
shareholders of AmBev have previously designated local newspapers in the cities
of Sao Paulo and Rio de Janeiro for this purpose. Such notice must contain the
agenda for the meeting.

     A general meeting may be held if shareholders representing at least
one-quarter of the voting shares are present. If no such quorum is present,
notice must again be given in the same manner as described above, and a meeting
may then be convened without any specific quorum requirement, subject to the
minimum quorum and voting requirements for specific matters, as discussed below.
A shareholder without a right to vote may attend a general meeting and take part
in the discussion of matters submitted for consideration.

     Except as otherwise provided by law, resolutions of a general meeting are
passed by a simple majority vote of the shares present or represented at the
meeting, abstentions not being taken into account. Under Brazilian Corporate
Law, the approval of shareholders representing at least a majority of the issued
and outstanding voting shares is required for the types of action described
below, as well as, in the case of items (a) and (b), a majority of issued and
outstanding shares of the affected class:

     (a)  creating preferred shares or increasing disproportionately an existing
          class of preferred shares relative to the other classes of shares,
          unless such action is provided for or authorized by the by-laws;

     (b)  modifying a preference, privilege or condition of redemption or
          amortization conferred on one or more classes of preferred shares, or
          creating a new class with greater privileges than the existing classes
          of preferred shares;

     (c)  reducing the mandatory dividend;

     (d)  merging AmBev with another company or consolidating or splitting it;

     (e)  participating in a centralized group of companies as defined under
          Brazilian Corporate Law;

     (f)  changing the corporate objectives of AmBev;

     (g)  creating founders' shares; and

     (h)  dissolving or liquidating AmBev, or ceasing its liquidation status.

     General meetings can be called by the Board of Directors of AmBev. Under
the Brazilian Corporate Law, meetings can also be convened by AmBev's
shareholders as follows: (i) by any

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shareholder if, under certain circumstances set forth in the Brazilian Corporate
Law, the directors take more than 60 days to convene a general shareholders'
meeting; (ii) by the shareholders of at least 5% of AmBev's total capital stock
if, after a period of 8 days the directors fail to call a general shareholders'
meeting that has been requested by such shareholders; and (iii) by the
shareholders of at least 5% of either AmBev's total voting capital stock or
AmBev's total non-voting capital stock, if after a period of 8 days the
directors fail to call a general meeting for the purpose of installing a fiscal
committee that has been requested by such shareholders. Additionally, under
certain circumstances set forth in the Brazilian Corporate Law, meetings can
also be convened by AmBev's fiscal committee. For further information regarding
AmBev's financial committee, see "Item 6--Directors, Senior Management and
Employees--Directors--Board Practices--Fiscal Committee".

     A shareholder may be represented at a general meeting by an
attorney-in-fact appointed no more than one year before the meeting, who must be
a shareholder, a company officer or a lawyer. For a public company such as
AmBev, the attorney-in-fact may also be a financial institution.

RESTRICTIONS ON FOREIGN INVESTMENT

     There are no restrictions on ownership or voting rights in respect of
capital stock of AmBev owned by individuals or legal entities domiciled outside
Brazil. For a description of voting rights, see "--Voting Rights". The right to
convert dividend payments and proceeds from the sale of preferred or common
shares into foreign currency and to remit such amounts outside Brazil, however,
is subject to exchange control restrictions and foreign investment legislation.
For a description of these exchange control restrictions and foreign investment
legislation, see "Item 3--Key Information--Exchange Controls".

APPRAISAL RIGHTS

     Under Brazilian Corporate Law, a dissenting shareholder has the right to
withdraw from AmBev and be reimbursed for the value of the common or preferred
shares held, whenever a decision is taken at a shareholders' meeting by a
qualified quorum of shareholders representing at least 50% of the total
outstanding voting capital to:

     -    create preferred shares or increase disproportionately an existing
          class of preferred shares relative to the other classes of shares,
          unless such action is provided for or authorized by AmBev's by-laws;

     -    modify a preference, privilege or condition of redemption or
          amortization conferred on one or more classes of preferred shares, or
          create a new class with greater privileges than the existing classes
          of preferred shares;

     -    reduce the mandatory dividend;

     -    merge or consolidate AmBev with another company.(1)

     -    participate in a centralized group of companies;(1)

     -    change the corporate objectives of AmBev;

     -    transfer all or a substantial part of the assets of AmBev to another
          company even when the purpose is to create a wholly or partially-owned
          subsidiary (CISAO);(2)

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     -    liquidation of AmBev; or

     -    approve the acquisition of another company, the price of which exceeds
          the limits set forth in Brazilian Corporate Law.

     (1) As defined under Law 10,303/01, appraisal rights shall not apply in
connection with these matters when the company's shares fulfill both
requirements of liquidity (shares are included in securities, portfolio
negotiated in futures stock exchanges within Brazil or abroad (as determined by
CVM) such as IBOVESPA index of the Sao Paulo Stock Exchange) and dispersion
(less than 50% of the outstanding shares of the company are held, directly or
indirectly, by the controlling shareholders). The latter is AmBev's current
situation, which means, dissenting shareholders of AmBev would not have
appraisal rights upon occurrence of any of these cases.

     (2) As defined under Law 10,303/01, appraisal rights shall apply in
connection with disposition of assets only in case of (i) a change in the
company's objectives: (ii) reduction of mandatory dividends; or (iii)
participation in a centralized group of companies.

     Furthermore, if a governmental entity acquires control of AmBev through
expropriation of shares, shareholders will have the right to withdraw from AmBev
and be reimbursed for the value of the shareholders' equity attributable to
their equity interest.

     The appraisal rights lapse 30 days after publication of the minutes of the
relevant shareholders' meeting in the Brazilian press. AmBev would be entitled
to reconsider any action triggering appraisal rights within 10 days following
the expiration of such rights if the redemption of shares of dissenting
shareholders would jeopardize the financial stability of AmBev. Shares to be
purchased by AmBev from the dissenting shareholders exercising appraisal rights
will be valued at an amount equal to the ratable portion attributable to such
shares of the shareholders' equity of AmBev as shown on the last balance sheet
approved at a general meeting of the shareholders (book value). However, if more
than 60 days have elapsed since the date of such balance sheet, dissenting
shareholders may require that the value of their shares be calculated on the
basis of a new balance sheet. As a general rule, shareholders who acquire their
shares after the first notice convening the shareholders' meeting or after the
relevant press release concerning the meeting is published will not be entitled
to appraisal rights.

PREEMPTIVE RIGHTS

     Each shareholder of AmBev generally has a preemptive right to subscribe for
shares in capital increases, in proportion to its shareholdings. A minimum
period of 30 days following the publication of notice of the capital increase is
allowed for the exercise of the right and the right is negotiable. In the event
of a capital increase which would maintain or increase the proportion of capital
represented by preferred or common shares, holders of preferred ADSs or common
ADSs, as the case may be, would have preemptive rights to subscribe only to
newly issued preferred shares or common shares, as applicable. In the event of a
capital increase which would reduce the proportion of capital represented by
preferred shares or common shares, holders of preferred ADSs or common ADSs, as
the case may be, would have preemptive rights to subscribe for preferred shares
or common shares, as applicable, in proportion to their shareholdings only to
the extent necessary to prevent dilution of their interest in AmBev. AmBev's
by-laws provide that its Board of Directors may, within the limit of its
authorized capital, withdraw preemptive rights to existing shareholders in
connection with an increase in share capital through sale in stock exchanges,
public offerings or public tender offers. In addition, Brazilian law provides
that the exercise of stock options pursuant to certain stock option plans, such
as our stock option plan, is not subject to preemptive rights.

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FORM AND TRANSFER

     Brazilian law provides that ownership of shares of capital stock of a
Brazilian corporate shall generally be evidenced only by a record of ownership
maintained by either the corporation or an accredited intermediary, such as a
bank, acting as a registrar for the shares. Banco Itau S.A. currently maintains
AmBev's share ownership records.

     Because the preferred shares and common shares of AmBev are in registered
book-entry form, a transfer of such preferred and common shares is made under
the rules of Brazilian Corporate Law, which provides that a transfer of shares
is effected by an entry made by the registrar for AmBev's shares in its books,
by debiting the share account of the transferor and crediting the share account
of the transferee.

     Transfers of preferred and common shares by a foreign investor are made in
the same way and executed by such investor's local agent on the investor's
behalf except that, if the original investment was registered with the Central
Bank pursuant to the foreign investment regulations, the foreign investor should
also seek amendment, if necessary, through its local agent, of the certificate
of registration to reflect the new ownership.

     The Sao Paulo Stock Exchange operates a central clearing system. A holder
of shares of AmBev may choose, at its discretion, to participate in this system
and all shares elected to be put into the system will be deposited in custody
with the relevant stock exchange, through a Brazilian institution that is duly
authorized to operate by the Central Bank and maintains a clearing account with
the relevant stock exchange. The fact that such shares are subject to custody
with the relevant stock exchange will be reflected in AmBev's registry of
shareholders. Each participating shareholder will, in turn, be registered in the
register of beneficial shareholders of AmBev that is maintained by the relevant
stock exchange and will be treated in the same way as registered shareholders.

DISCLOSURE OF PRINCIPAL SHAREHOLDERS

     Under Brazilian law, shareholders owning more than ten percent of a
company's voting shares, such as the holders of AmBev's common shares, must
publicly disclose their shareholder ownership.

CHANGES IN CAPITAL

     The share capital of AmBev is comprised of common shares and preferred
shares, all without par value. There are currently no other classes or series of
preferred shares outstanding. Under Brazilian Corporate Law, the number of
preferred non-voting or other restricted voting shares, such as the preferred
shares, may not exceed half (50%) of the total number of outstanding shares. See
"Item 10--Additional Information--Memorandum and Articles of Association". The
by-laws of AmBev do not provide for the conversion of preferred shares into
common shares.

                                    TAXATION

     The following discussion summarizes the principal Brazilian and U.S.
Federal income tax consequences of acquiring, holding and disposing of AmBev's
preferred shares or preferred ADSs or AmBev's common shares or common ADSs. This
discussion is not a comprehensive discussion of all the tax considerations that
may be relevant to a decision to purchase preferred shares or preferred ADSs or
common shares or common ADSs and is not applicable to all categories of
investors, some of which may be subject to special rules. Each prospective
purchaser is urged to consult its own tax advisor about the

                                      -120-
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particular Brazilian and U.S. tax consequences to it of an investment in the
preferred shares or preferred ADSs or common shares or common ADSs.

BRAZILIAN TAX CONSIDERATIONS

     The following discussion summarizes the principal Brazilian tax
consequences of the acquisition, ownership and disposition of preferred and
common shares of AmBev or preferred and common ADSs of AmBev by a holder that is
not deemed to be domiciled in Brazil for purposes of Brazilian taxation and, in
the case of a holder of preferred or common shares, which has registered its
investment in such securities with the Central Bank as a U.S. dollar investment
(in each case, a Non-Brazilian Holder). The discussion does not purport to be a
comprehensive description of all tax considerations that may be relevant to a
decision to purchase preferred and common shares or preferred or common ADSs. It
is based on Brazilian law as currently in effect. Any change in such law may
change the consequences described below. The following discussion does not
specifically address all of the Brazilian tax considerations applicable to any
particular Non-Brazilian Holder, and each Non-Brazilian Holder should consult
his or her own tax advisor concerning the Brazilian tax consequences of an
investment in preferred or common shares or preferred or common ADSs of AmBev.

     Taxation of Dividends. Dividends, including dividends in kind, paid by
AmBev to The Bank of New York in respect of the preferred or common shares
underlying the ADSs or to a Non-Brazilian Holder in respect of preferred or
common shares generally will not be subject to Brazilian withholding tax.
Dividends relating to profits generated prior to December 31, 1995 are subject
to a Brazilian withholding tax of 15% to 25% according to the tax legislation
applicable to each corresponding year. As from January 1, 1996, stock dividends
relating to profits are also subject to withholding tax in Brazil.

     Taxation of Gains. Gains realized outside of Brazil by a Non-Brazilian
Holder on the disposition of preferred or common ADSs to another Non-Brazilian
Holder are not subject to Brazilian tax.

     The withdrawal of preferred or common ADSs in exchange for preferred or
common shares is not subject to Brazilian tax. The deposit of AmBev's preferred
or common shares in connection with the issuance of preferred or common ADSs is
not subject to Brazilian tax, provided that the preferred or common shares are
registered under the Foreign Investment Regulations and unless the foreign
investor is located in a jurisdiction which does not impose income tax or which
has an income tax rate lower than 20%. In the latter case, the investor will be
subject to the same general taxation rules applicable to Brazilian residents. In
the event the preferred or common shares are not so registered, the deposit of
preferred or common shares in exchange for preferred or common ADSs may be
subject to Brazilian capital gains tax at the rate of 10% or 15% as described
below. Upon receipt of the underlying preferred or common shares, a
Non-Brazilian Holder who qualifies under the Foreign Investment Regulations will
be entitled to register the U.S. dollar value of such shares with the Central
Bank as described below.

     Non-Brazilian Holders are not subject to tax in Brazil on gains realized on
sales of preferred or common shares that occur abroad or on proceeds of a
redemption of, or a liquidating distribution with respect to, preferred or
common shares. As a general rule, Non-Brazilian Holders are subject to a
withholding tax imposed at a rate of 15% on gains realized on sales or exchanges
of preferred or common shares that occur in Brazil to or with a resident of
Brazil, outside a Brazilian stock exchange. Non-Brazilian Holders are generally
subject to withholding tax at a rate of 10% on gains realized on sales or
exchanges in Brazil of preferred or common shares that occur on a Brazilian
stock exchange, unless (a) such a sale is made within five business days of the
withdrawal of such preferred or common shares in exchange for ADSs and the
proceeds of such sale are remitted abroad within such five-day period, or (b)
such a sale is made under the Foreign Investment Regulations by Non-Brazilian
Holders which register with the CVM. However, Law No 9,959, dated as of January
27, 2000, established the rate of

                                      -121-
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10% shall be increased to 20% for transactions that occur on or after January 1,
2002. If the foreign investor is located in a jurisdiction which does not impose
income tax or which has an income tax rate lower than 20%, it will be subject to
the same general taxation rules applicable to Brazilian residents. The "gain
realized" as a result of a transaction on a Brazilian stock exchange is the
difference between the amount in Brazilian currency realized on the sale or
exchange of the shares and their acquisition cost, without any correction for
inflation. The "gain realized" as a result of a transaction with shares which
are registered under a certificate of registration of investment (other than
Foreign Investment Regulations) will be calculated based on the foreign currency
amount registered with the Central Bank. There can be no assurance that the
current preferential treatment for holders of ADSs and Non-Brazilian Holders of
preferred and common shares under the Foreign Investment Regulations will
continue in the future or that it will not be changed in the future. Reductions
in the tax rate provided for by Brazil's tax treaties do not apply to tax on
gains realized on sales or exchanges of preferred or common shares.

     Any exercise of preemptive rights relating to the preferred or common
shares or preferred or common ADSs of AmBev will not be subject to Brazilian
taxation. Any gain on the sale or assignment of preemptive rights relating to
the preferred or common shares by The Bank of New York will not be subject to
Brazilian taxation.

     The United States and Brazil do not currently have any reciprocal tax
treaty regarding tax withholding provisions.

     Distributions of Interest Attributable to Shareholders' Equity. In
accordance with Law No. 9,249, dated December 26, 1995, Brazilian corporations
may make payments to shareholders characterized as distributions of interest on
the company's shareholders' equity. Such interest is limited to the Federal
government's long-term interest rate (TJLP) as determined by the Central Bank
from time to time (9.25% per annum for the three-month period starting April 1,
2001), and cannot exceed the greater of:

     -    50% of net income (before taking such distribution and any deductions
          for income taxes into account) for the period in respect of which the
          payment is made; or

     -    50% of retained earnings.

     Distributions of interest on shareholders' equity in respect of the
preferred or common shares paid to shareholders who are either Brazilian
residents or non-Brazilian residents, including holders of ADSs, are subject to
Brazilian withholding tax at the rate of 15% and shall be deductible by AmBev as
long as the payment of a distribution of interest is approved in a general
meeting of shareholders of AmBev. The distribution of interest on shareholders'
equity may be determined by the Board of Directors of AmBev. No assurance can be
given that the Board of Directors of AmBev will not determine that future
distributions of profits may be made by means of interest on shareholders'
equity instead of by means of dividends.

     The amounts paid as distribution of interest on shareholders' equity are
deductible for corporate income tax and social contribution on profit, both of
which are taxes levied on AmBev's profits.

OTHER RELEVANT BRAZILIAN TAXES

     There are no Brazilian inheritance, gift or succession taxes applicable to
the ownership, transfer or disposition of preferred or common shares or
preferred or common ADSs by a Non-Brazilian Holder except for gift and
inheritance taxes which are levied by some states of Brazil on gifts made or
inheritances bestowed by individuals or entities not resident or domiciled in
Brazil or domiciled within the state to individuals or entities resident or
domiciled within such state in Brazil. There are no Brazilian

                                      -122-
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stamp, issue, registration or similar taxes or duties payable by holders of
preferred or common shares or preferred or common ADSs.

     Pursuant to Decree 2,219 of May 2, 1997, Brazilian currency resulting from
the conversion of the proceeds received by a Brazilian entity from a foreign
investment in the Brazilian securities market, including those in connection
with the investment in the preferred or common shares of AmBev, the preferred or
common ADSs of AmBev and those made under Foreign Investment Regulations, is
potentially subject to a transactions tax (IOF), although at present the rate of
such tax is zero percent. Under Law 8,894 of June 21, 1994, such IOF tax rate
may be increased at any time to a maximum of 25%, but any such increase will
only be applicable to transactions occurring after such increase becomes
effective.

     CPMF. Financial transfers are taxed by the CPMF (Temporary Contribution
over Financial Transactions), at a rate of 0.38%. Specifically in connection
with foreign investments, the CPMF is levied upon the remittance of proceeds on
the amount converted in reais of the transaction and is required to be withheld
by the financial institution that carries out the transaction.

     Registered Capital. The amount of an investment in preferred or common
shares held by a Non-Brazilian Holder who qualifies under the Foreign Investment
Regulations and obtains registration with the CVM, or by The Bank of New York,
as the depositary representing such holder, is eligible for registration with
the Central Bank. Such registration allows the remittance outside of Brazil of
any proceeds of distributions on the shares, and amounts realized with respect
to disposition of such shares. The amounts received in Brazilian currency are
converted into foreign currency through the use of the commercial market rate.
The registered capital for preferred shares purchased in the form of a preferred
ADSs or common shares purchased in the form of a common ADS or purchased in
Brazil, and deposited with The Bank of New York in exchange for a preferred or
common ADS will be equal to their purchase price (in U.S. dollars) to the
purchaser. The registered capital for preferred or common shares that are
withdrawn upon surrender of preferred or common ADSs, as applicable, will be the
U.S. dollar equivalent of the average price of the preferred or common shares,
as applicable, on the Brazilian stock exchange on which the greatest number of
such preferred or common shares, as applicable, was sold on the day of
withdrawal. If no preferred or common shares, as applicable, were sold on such
day, the registered capital will refer to the average price on the Brazilian
stock exchange on which the greatest number of preferred or common shares, as
applicable, were sold in the 15 trading sessions immediately preceding such
withdrawal. The U.S. dollar value of the preferred or common shares, as
applicable, is determined on the basis of the average commercial market rate
quoted by the Central Bank on such date or, if the average price of preferred or
common shares is determined under the last preceding sentence, the average of
such average quoted rates on the same 15 dates used to determine the average
price of the preferred or common shares.

     A Non-Brazilian Holder of preferred or common shares may experience delays
in effecting such action which may delay remittances abroad. Such a delay may
adversely affect the amount, in U.S. dollars, received by the Non-Brazilian
Holder.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following summary describes the material United States federal income
tax consequences of holding our preferred shares, preferred ADSs, common shares
or common ADSs. This summary is based on the Internal Revenue Code of 1986, as
amended (the Code), its legislative history, existing final, temporary and
proposed Treasury Regulations, rulings and judicial decisions, all as currently
in effect and all of which are subject to prospective and retroactive rulings
and changes.

                                      -123-
<Page>

     This summary does not purport to address all United States federal income
tax consequences that may be relevant to a particular holder and you are urged
to consult your own tax advisor regarding your specific tax situation. The
summary applies only to holders who hold preferred shares, preferred ADSs,
common shares or common ADSs as "capital assets" (generally, property held for
investment) under the Code and does not address the tax consequences that may be
relevant to holders in special tax situations including, for example:

     -    insurance companies;

     -    tax-exempt organizations;

     -    broker-dealers;

     -    traders in securities that elect to mark to market;

     -    banks or other financial institutions;

     -    holders whose functional currency is not the United States dollar;

     -    United States expatriates;

     -    holders that hold our preferred shares, preferred ADSs, common shares
          or common ADSs as part of a hedge, straddle or conversion transaction;
          or

     -    holders that own, directly, indirectly, or constructively, 10% or more
          of the total combined voting power of our preferred shares, preferred
          ADSs, common shares or common ADSs.

     This summary assumes that we are not a passive foreign investment company
for United States federal income tax purposes. Please see the discussion under
"--Taxation of U.S. Holders--Passive Foreign Investment Company Rules" below.

     Further, this summary does not address the alternative minimum tax
consequences of holding preferred shares, preferred ADSs, common shares or
common ADSs or the indirect consequences to holders of equity interests in
entities that own our preferred shares, preferred ADSs, common shares or common
ADSs. In addition, this summary does not address the state, local and foreign
tax consequences of holding our preferred shares, preferred ADSs, common shares
or common ADSs.

     You should consult your own tax advisor regarding the United States
federal, state, local and foreign and other tax consequences of purchasing,
owning, and disposing of our preferred shares, preferred ADSs, common shares or
common ADSs in your particular circumstances.

TAXATION OF U.S. HOLDERS

     You are a "U.S. Holder" if you are a beneficial owner of preferred shares,
preferred ADSs, common shares or common ADSs and you are for United States
federal income tax purposes:

     -    a citizen or resident of the United States;

     -    a corporation, or any other entity taxable as a corporation, created
          or organized in or under the laws of the United States or any state
          thereof, including the District of Columbia;

                                      -124-
<Page>

     -    an estate the income of which is subject to United States federal
          income tax regardless of its source; or

     -    a trust if a court within the United States is able to exercise
          primary supervision over its administration and one or more United
          States persons have the authority to control all substantial decisions
          of the trust.

     If a partnership holds preferred shares, preferred ADSs, common shares or
common ADSs, the tax treatment of a partner will generally depend upon the
status of the partner and upon the activities of the partnership. A prospective
investor who is a partner of a partnership holding our preferred shares,
preferred ADSs, common shares or common ADSs should consult its own tax advisor.

     A "Non-U.S. Holder" is a beneficial owner of preferred shares, preferred
ADSs, common shares or common ADSs that is not a U.S. Holder.

     For United States federal income tax purposes, a U.S. Holder of an ADS will
be treated as the owner of the preferred shares or common shares represented by
the ADS.

     DISTRIBUTIONS ON PREFERRED SHARES, PREFERRED ADSs, COMMON SHARES OR COMMON
ADSs.

     Cash distributions made by us to a U.S. Holder (including amounts withheld
to pay Brazilian withholding taxes) with respect to preferred shares, preferred
ADSs, common shares or common ADSs (including distributions of interest on
shareholders' equity) generally will be taxable to such U.S. Holder as ordinary
dividend income when such distribution is paid, actually or constructively, out
of our current or accumulated earnings and profits (as determined for United
States federal income tax purposes). Distributions in excess of our current or
accumulated earnings and profits will be treated first as a non-taxable return
of capital reducing such U.S. Holder's tax basis in the preferred shares,
preferred ADSs, common shares or common ADSs. Any distribution in excess of such
tax basis will be treated as capital gain and will be either long-term or
short-term capital gain depending upon whether the U.S. Holder held the
preferred shares, preferred ADSs, common shares or common ADSs for more than one
year.

     A U.S. Holder will be entitled, subject to a number of complex limitations,
to claim a United States foreign tax credit in respect of any Brazilian
withholding taxes imposed on distributions received on preferred shares,
preferred ADSs, common shares or common ADSs. U.S. Holders who do not elect to
claim a foreign tax credit may instead claim a deduction in respect of such
withholdings. Dividends received with respect to the preferred shares, preferred
ADSs, common shares or common ADSs will be treated as foreign source income,
which may be relevant in calculating such U.S. Holder's United States foreign
tax credit limitation. Dividends paid with respect to the preferred shares,
preferred ADSs, common shares or common ADSs generally will constitute "passive
income" or, in the case of certain holders, "financial services income", for
United States foreign tax credit limitation purposes. Holders are urged to
consult their tax advisors regarding the availability of the foreign tax credit
under their particular circumstances.

     Dividends paid by us generally will not be eligible for the dividends
received deduction available otherwise to certain United States corporate
shareholders.

     The amount of any cash distribution paid in Brazilian currency will equal
the U.S. dollar value of the distribution, calculated by reference to the
exchange rate in effect at the time the distribution is received by the
depositary (in the case of ADSs) or by the U.S. Holder (in the case of preferred
shares or common shares held directly by such U.S. Holder), regardless of
whether the payment is in fact converted to U.S. dollars at that time. A U.S.
Holder should not recognize any foreign currency gain or loss if such

                                      -125-
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Brazilian currency is converted into U.S. dollars on the date received. If the
Brazilian currency is not converted into U.S. dollars on the date of receipt,
however, gain or loss may be recognized upon a subsequent sale or other
disposition of the Brazilian currency. Such foreign currency gain or loss, if
any, will be United States source ordinary income or loss.

     Section 305 of the Code provides special rules for the tax treatment of
preferred stock. According to the Treasury Regulations under that section, the
term preferred stock generally refers to stock which enjoys certain limited
rights and privileges (generally associated with specified dividend and
liquidation priorities) but does not participate in corporate growth to any
significant extent. While our preferred shares have some preferences over our
common shares, the preferred shares are not fixed as to dividend payments or
liquidation value; thus, although the matter is not entirely clear, we believe
that the preferred shares should be treated as "common stock" within the meaning
of Section 305 of the Code. If the preferred shares are treated as "common
stock" for purposes of Section 305, distributions to U.S. Holders of additional
shares of such "common stock" or preemptive rights relating to such "common
stock" with respect to their preferred shares or preferred ADSs that are made as
part of a pro rata distribution to all shareholders in most instances will not
be subject to United States Federal income tax. On the other hand, if the
preferred shares are treated as "preferred stock" within the meaning of Section
305, and if the U.S. Holder receives a distribution of additional shares or
preemptive rights as described in the preceding sentence, such distributions
(including amounts withheld in respect of any Brazilian taxes) will be treated
as dividends that can be included in the U.S. Holders' gross income to the same
extent and in the same manner as distributions payable in cash. In that event,
the amount of such distribution (and the basis of the new shares or preemptive
rights so received) will equal the fair market value of the shares or preemptive
rights on the date of distribution.

     SALE OR EXCHANGE OF PREFERRED SHARES, PREFERRED ADSs, COMMON SHARES OR
COMMON ADSs.

     A U.S. Holder will generally recognize capital gain or loss upon the sale,
exchange or other disposition of preferred shares, preferred ADSs, common shares
or common ADSs measured by the difference between the U.S. dollar value of the
amount received and the U.S. Holder's tax basis (determined in U.S. dollars) in
the preferred shares, preferred ADSs, common shares or common ADSs. If a
Brazilian tax is withheld on the sale or disposition of a share, the amount
realized by a U.S. Holder will include the gross amount of the proceeds of that
sale or disposition before deduction of the Brazilian tax. Any gain or loss will
be long-term capital gain or loss if the preferred shares, preferred ADSs,
common shares or common ADSs have been held for more than one year. Long-term
capital gains of individuals are eligible for reduced rates of taxation. Your
ability to deduct capital losses is subject to limitations. Capital gain or
loss, if any, realized by a U.S. Holder on the sale, exchange or other
disposition of a common share, common ADS, preferred share or preferred ADS
generally will be treated as United States source income or loss for United
States foreign tax credit purposes. Consequently, in the case of a disposition
of a common share or preferred share that is subject to Brazilian tax imposed on
the gain (or, in the case of a deposit, in exchange for a common ADS or
preferred ADS of a common share or preferred share, as the case may be, that is
not registered pursuant to Resolution No. 2,689/00, on which a Brazilian capital
gains tax is imposed (see "--Brazilian Tax Considerations--Taxation of Gains")),
the U.S. Holder may not be able to benefit from the foreign tax credit for that
Brazilian tax unless it can apply the credit against United States tax payable
on other income from foreign sources in the appropriate income category, or,
alternatively, it may take a deduction for the Brazilian tax.

     PASSIVE FOREIGN INVESTMENT COMPANY RULES.

     Based upon the nature of its current and projected income, assets and
activities, we do not expect the preferred shares, preferred ADSs, common shares
or common ADSs to be considered shares of a passive foreign investment company
(PFIC) for United States Federal income tax purposes. In general, a

                                      -126-
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foreign corporation is a PFIC with respect to a U.S. Holder if, for any taxable
year in which the U.S. Holder holds stock in the foreign corporation, at least
75% of its gross income is passive income or at least 50% of the value of its
assets (determined on the basis of a quarterly average) produce passive income
or are held for the production of passive income. The determination of whether
the preferred shares, preferred ADSs, common shares or common ADSs constitute
shares of a PFIC is a factual determination made annually and thus may be
subject to change.

     If we are treated as a PFIC, contrary to the discussion above, a U.S.
Holder would be subject to special rules with respect to (a) any gain realized
on the sale or other disposition of common shares, common ADSs, preferred shares
or preferred ADSs and (b) any "excess distribution" by us to the U.S. Holder
(generally, any distribution during a taxable year in which distributions to the
U.S. Holder on the common shares, common ADSs, preferred shares or preferred
ADSs exceed 125% of the average annual taxable distribution the U.S. Holder
received on the common shares, common ADSs, preferred shares or preferred ADSs
during the preceding three taxable years or, if shorter, the U.S. Holder's
holding period for the common shares, common ADSs, preferred shares or preferred
ADSs). Under those rules, (a) the gain or excess distribution would be allocated
ratably over the U.S. Holder's holding period for the common shares, common
ADSs, preferred shares or preferred ADSs, (b) the amount allocated to the
taxable year in which the gain or excess distribution is realized and to taxable
years before the first day we became a PFIC would be taxable as ordinary income,
(c) the amount allocated to each prior year in which we were a PFIC would be
subject to tax at the highest tax rate in effect for that year and (d) the
interest charge generally applicable to underpayments of tax would be imposed in
respect of the tax attributable to each prior year in which we were a PFIC.

     A U.S. Holder who owns common shares, common ADSs, preferred shares or
preferred ADSs during any year we are a PFIC must file Internal Revenue Service
Form 8621. In general, if we are treated as a PFIC, the rules described in the
second paragraph of this section can be avoided by a U.S. Holder that elects to
be subject to a mark-to-market regime for stock in a PFIC. A U.S. Holder may
elect mark-to-market treatment for its common shares, common ADSs, preferred
shares or preferred ADSs, provided the common shares, common ADSs, preferred
shares or preferred ADSs, for purposes of the rules, constitute "marketable
stock" as defined in Treasury Regulations. A U.S. Holder electing the mark-to-
market regime generally would treat any gain recognized under mark-to-market
treatment or on an actual sale as ordinary income and would be allowed an
ordinary deduction for any decrease in the value of common shares, common ADSs,
preferred shares or preferred ADSs in any taxable year and for any loss
recognized on an actual sale, but only to the extent, in each case, of
previously included market-to-market income not offset by previously deducted
decreases in value. A U.S. Holder's basis in common shares, common ADSs,
preferred shares or preferred ADSs would increase or decrease by gain or loss
taken into account under the mark-to-market regime. A market-to-market election
is generally irrevocable. We do not currently plan to provide Holders with
information sufficient to permit the making of a qualified electing fund
section.

TAXATION OF NON-U.S. HOLDERS

     DISTRIBUTIONS ON PREFERRED SHARES, PREFERRED ADSs, COMMON SHARES OR COMMON
ADSs.

     Non-U.S. Holders generally will not be subject to United States federal
income or withholding tax on dividends received from us with respect to
preferred shares, preferred ADSs, common shares or common ADSs, unless such
income is considered effectively connected with the Non-U.S. Holder's conduct of
a United States trade or business (and, if required by an applicable income tax
treaty, the income is attributable to a permanent establishment maintained in
the United States).

                                      -127-
<Page>

     SALE OR EXCHANGE OF PREFERRED SHARES, PREFERRED ADSs, COMMON SHARES OR
COMMON ADSs.

     Non-U.S. Holders generally will not be subject to United States federal
income tax on any gain realized upon the sale, exchange or other disposition of
preferred shares, preferred ADSs, common shares or common ADSs unless:

     -    such gain is considered effectively connected with the Non-U.S.
          Holder's conduct of a United States trade or business (and, if
          required by an applicable income tax treaty, the income is
          attributable to a permanent establishment maintained in the United
          States); or

     -    such Non-U.S. Holder is an individual that is present in the United
          States for 183 days or more during the taxable year of the disposition
          and certain other conditions are met.

     In addition, if you are a corporate Non-U.S. Holder, your earnings and
profits that are attributable to effectively connected income (subject to
certain adjustments) may be subject to an additional branch profits tax at a
rate of 30% (or such lower rate as may be specified by an applicable income tax
treaty).

BACKUP WITHHOLDING AND INFORMATION REPORTING

     In general, dividends on preferred shares, preferred ADSs, common shares or
common ADSs, and payments of the proceeds of a sale, exchange or other
disposition of preferred shares, preferred ADSs, common shares or common ADSs,
paid to a U.S. Holder within the United States or through certain United
States-related financial intermediaries are subject to information reporting and
may be subject to backup withholding at a maximum rate of 31% unless the holder
is a corporation or otherwise exempt recipient or provides an accurate taxpayer
identification number and certifies that no loss of exemption from backup
withholding has occurred.

     Non-U.S. Holders generally are not subject to information reporting or
backup withholding. However, such a holder may be required to provide a
certification to establish its non-U.S. status in connection with payments
received within the United States or through certain U.S.-related financial
intermediaries.

     You generally may obtain a refund of any amounts withheld under the backup
withholding rules that exceed your income tax liability by filing a refund claim
with the United States Internal Revenue Service.

                              DOCUMENTS ON DISPLAY

     AmBev is subject to the informational reporting requirements of the United
States Securities Exchange Act of 1934, as amended, and files with the SEC:

     -    annual reports;

     -    certain other reports that it makes public under Brazilian law, files
          with the Brazilian stock exchanges or distributes to shareholders; and

     -    other information.

     You may read and copy any reports or other information that AmBev files at
the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the SEC's regional offices

                                      -128-
<Page>

located at the Woolworth Building, 233 Broadway, New York, New York 10279 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Electronic filings made through the Electronic Data Gathering,
Analysis and Retrieval System are also publicly available through the Securities
and Exchange Commission's web site on the Internet at http://www.sec.gov. In
addition, material filed by AmBev may also be inspected at the offices of the
New York Stock Exchange at 20 Broad Street, New York, New York 10005.

     As a foreign private issuer, AmBev is exempt from the rules under the
Exchange Act prescribing the furnishing and content of proxy statements and will
not be required to file proxy statements with the SEC and its officers,
directors and principal shareholders will be exempt from the reporting and
"short swing" profit recovery provisions contained in Section 16 of the Exchange
Act.

     You may obtain documents from AmBev by requesting them in writing or by
telephone at the following addresses:

     Companhia de Bebidas das Americas - AmBev

     Attention:           Investor Relations Department
     Telephone numbers:   (55-11) 3741-7553
                          (55-11) 3741-7560

     Fax:                 (55-11) 3741-3527

     Email:               ir@ambev.com.br

     You may obtain additional information about AmBev through its web site at
"www.ambev.com.br". The information contained therein is not part of this annual
report.

Item 11.  Quantitative and Qualitative Disclosures About Market Risk

               QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT RISK

MARKET RISK

     We are exposed to various market risks, including changes in foreign
currency exchange rates and interest rates and changes in the prices of certain
commodities, including malt, aluminum and sugar. Market risk is the potential
loss arising from adverse changes in market rate and prices. We enter into
derivatives and other financial instruments for purposes other than trading, in
order to manage and reduce the impact of fluctuations in commodity prices
(particularly aluminum), in foreign currency exchange rates and in interest
rates. We have established policies and procedures for risk assessment and the
approval, reporting and monitoring of derivative financial activities.

     Derivative financial instruments are used to mitigate risk caused by
fluctuating currency, commodity prices and interest rates. We enter into cross
currency swaps to hedge foreign currency exposure. Decisions regarding hedging
are made on a case-by-case basis, taking into consideration the amount and
duration of the exposure, market volatility, and economic trends.

     These instruments do not qualify for deferral, hedge, accrual or settlement
accounting, and are marked-to-market value, with the resulting gains and losses
reflected in the statement of operations within

                                      -129-
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financial income and expenses, respectively. See note 14 to AmBev's consolidated
financial statements for a discussion of the accounting policies and information
on derivative financial instruments.

     We have a policy of entering into contracts only with parties that have
high credit ratings. The counterparties to these contracts are major financial
institutions and BM&F, and we do not have significant exposure to any single
counterparty. We do not anticipate a credit loss from counterparty
non-performance. Our trading securities consist mainly of fixed-term obligations
and government securities.

COMMODITY RISK

     We use a large volume of agricultural materials to produce our products,
including malt and hops for our beer and sugar, guarana and other fruits and
sweeteners for our soft drinks. See "Item 4--Information on the Company--AmBev
Business Overview--Production and Availability of Raw Materials". We purchase a
significant portion of our malt and all of our hops outside of Brazil. We
purchase the remainder of our malt and our sugar, guarana and other fruits and
sweeteners locally. AmBev also purchases substantial quantities of aluminum
cans.

     We produce approximately 20% of the guarana we use. The remainder and all
other commodities are purchased from third parties. We believe that adequate
supplies of the commodities we use are available at the present time but we
cannot predict the future availability of these commodities or the prices we
will have to pay for such commodities. The commodity markets have experienced
and will continue to experience price fluctuations. We believe that the future
price and supply of agricultural materials will be determined by, among other
factors, the level of crop production, weather conditions, export demand, and
government regulations and legislation affecting agriculture; and that the price
of aluminum will be largely influenced by international market prices. See "Item
4--Information on the Company--AmBev Business Overview--Property, Plant and
Equipment".

     All of the hops we purchase in the international markets outside of
South America we pay for in U.S. dollars. In addition, although we purchase
aluminum cans in Brazil, the price we pay is directly influenced by the
fluctuation of international commodity prices.

FOREIGN EXCHANGE RISK

     We are exposed to fluctuations in foreign exchange rate movements because
substantially all of our revenues are in reais, while a significant portion of
our debt is denominated in or indexed to foreign currencies, particularly the
U.S. dollar and the Japanese Yen. In addition, a significant portion of our
operating expenses, in particular those related to hops, malt and aluminum, are
also denominated in or linked to U.S. dollars. See "Item 3--Key
Information--Risk Factors--Factors Relating to Brazil--Substantial exchange rate
fluctuations could harm AmBev and reduce the market value of our securities". We
enter into derivative financial instruments to manage and reduce the impact of
changes in foreign currency exchange rates in respect of our U.S.
dollar-denominated and Yen-denominated or indexed debt. See "--Operating
Results--Reporting Currency and Foreign Currency Effects". Since January 1, 1999
until December 31, 2001, the Brazilian real depreciated by 92.0% against the
U.S. dollar and as of December 31, 2001, the commercial market rate for
purchasing U.S. dollars was R$2.3204 : U.S.$1.00.

     As of December 31, 2001, derivative activities consisted of foreign
currency forward contracts, foreign currency swaps and future contracts. The
table below provides information about our significant exchange rate risk
sensitive instruments as of December 31, 2001. The contract terms of these
instruments have been categorized by expected maturity dates.

                                      -130-
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<Table>
<Caption>
                                                                    PRINCIPAL MATURITIES PERIODS
                               ----------------------------------------------------------------------------------------------------
                                    2002          2003             2004        2005     2006    THEREAFTER  TOTAL(1)   FAIR VALUE(1)
                               ---------------  ------------ --------------  -------  --------  ----------  --------  -------------
                                                                  (R$ MILLION, EXCEPT PERCENTAGES)
<S>                                <C>            <C>        <C>               <C>       <C>        <C>      <C>        <C>
DERIVATIVES INSTRUMENTS
U.S. DOLLAR INTEREST RATE
  (COUPON) SWAPS
RECEIVE FLOAT (R$)/PAY FIXED
  (U.S. DOLLAR)
  Notional Amount..............        18                                                                       18       -3.9
  Average Pay Rate.............     10.85%
  Average Receive Rate.........       100% CDI
PAY FLOAT (R$)/RECEIVE FIXED
  (U.S. DOLLAR AVERAGE)
  Notional Amount..............       247                                                                      247      -13.6
  Average Pay Rate.............       100% CDI
  Average Receive Rate.........     11.52%
PAY FLOAT (R$)/RECEIVE FIXED
  (U.S. DOLLAR)
  Notional Amount..............        18            18             19                                          55       10.3
  Average Pay Rate.............       100% CDI      100% CDI       100% CDI
  Average Receive Rate.........     11.52%        11.52%         11.52%
FUTURE CROSS CURRENCY INTEREST
  RATE CONTRACTS (DDI BM&F)
PAY FLOAT (R$)/RECEIVE FIXED
  (U.S. DOLLAR)
  Notional Amount..............       251                        1,163                                       1,414       -7.5
  Average Pay Rate.............       100% CDI                     100% CDI
  Average Receive Rate.........      2.38%                        8.01%
CROSS CURRENCY INTEREST RATE
  SWAP
PAY FLOAT (U.S. DOLLAR)/RECEIVE
  FLOAT (YEN)
  Notional Amount..............                                    760                                         760      -42.6
  Average Pay Rate.............                                   U.S.
                                                                dollar
                                                                 LIBOR
                                                               3M+3.11%
  Average Receive Rate.........                              Yen LIBOR
                                                              3M+2.375%
LIBOR Float to Fixed swap
Foreign Currency Forward
  Contracts
Receive U.S. dollar/Pay ARS
  Notional Amount..............       232                                                                      232       42.4
    Avg. exchange Rate (per
  U.S. dollar).................    1.1044
Foreign Currency Future
  Contracts
Receive Fixed U.S.dollar/Pay
  Fixed R$
  Notional Amount..............     1,849                                                                    1,849      -18.9
    Avg. exchange Rate (per
  U.S. dollar).................    2.3528
CASH INSTRUMENTS
Cash and Cash Equivalent
  Denominated in U.S. dollar
  Notional Amount..............       733                                                                      733        733
  Average interest rate........      1.58%
U.S. DOLLAR DEBT DENOMINATED
  (FIXED RATE)
  In U.S. Dollars..............     1,171            12             50           12        12       1,184    2,441      2,441
  Fixed Rate..................       8.08%         8.08%          8.08%        8.08%     8.08%       8.08%
U.S. DOLLAR DEBT DENOMINATED
  (FLOAT RATE)
  In U.S. Dollars..............        23             6                                                         29         29
  LIBOR 6M.....................      0.63%         0.63%
DEBT INSTRUMENTS
Yen Debt Denominated (Float
  Rate)
  In U.S. Dollars..............         3                          691                                         695        695
  LIBOR 6M.....................      2.40%                        2.40%
INTERNATIONAL DEBT
U.S. Dollar Debt Denominated
  (Float Rate)
  In U.S. Dollars..............       253            76              6           25                            362        362
  LIBOR 6M.....................      2.50%         2.75%          2.75%        2.50%
</Table>

----------
(1) This total represents the total value of derivative instrument contracts
(notional value) within the forward, future and swap portfolio, and not a
balance sheet value. The unrealized gain or loss on the instrument at the
balance sheet date is included within the balance sheet at fair value, and is
therefore represented under the column labeled "Fair Value". For cash and debt
instruments, the column labeled "Total" represents the carrying value of those

                                      -131-
<Page>

instruments within the balance sheet, and is therefore directly comparable with
the fair value of the instrument, included within the column labeled "Fair
Value."

     Our foreign currency exposure gives rise to market risks associated with
exchange rate movements, mainly against the U.S. dollar. Foreign currency
denominated liabilities at December 31, 2001 included debt of R$3,527.4 million.
Our net foreign currency exposure (foreign currency debt less our foreign
currency and interest rate swap contracts in our foreign currency-denominated
debt) was R$2.6 million at December 31, 2001 compared to nil in 2000. As at
December 31, 2001 and 2000, this net exposure represents 17.4% and 14.7% of our
total foreign currency-denominated debt, respectively. We are principally
exposed to fluctuations in the exchange rate of the Brazilian real against the
U.S. dollar. The Brazilian real depreciated against the U.S. dollar by 18.7%,
including an appreciation of 13.1% in the last three months of the year to close
at R$2.3204 : U.S.$1.00.

                                      -132-
<Page>

     INTEREST RATE RISK

     We use interest rate swap agreements to manage interest risks associated
with changing rates. The differential to be paid or received is accrued as
interest rates change and is recognized in interest income or expense,
respectively, over the life of the particular contracts. We are exposed to
interest rate volatility with respect to our cash and cash equivalents, trading
securities and fixed and floating-rate debt. Our dollar-denominated cash
equivalents generally bear interest at a floating rate.

     We are exposed to interest rate volatility with regard to existing
issuances of fixed rate debt, existing issuances of variable rate debt, currency
future and forward swaps agreements, cash and cash equivalents and trading
securities. We manage our debt portfolio in response to changes in interest
rates and foreign currency rates by periodically retiring, redeeming and
repurchasing debt, and using derivative financial instruments.

     At December 31, 2001, R$3.01 billion of our debt bore interest at fixed
rates. The remainder of our debt, R$1.56 million at December 31, 2001, bore
interest at floating rates. See "--Liquidity and Capital Resources -- Debt --
Long-term debt."

     The table below provides information about our significant interest
rate-sensitive instruments. For variable interest rate debt, the rate presented
is the weighted average rate calculated as of December 31, 2001. The contract
terms of these instruments have been categorized by expected maturity dates.

                       INSTRUMENTS WITH INTEREST RATE RISK

<Table>
<Caption>
                                                                    PRINCIPAL MATURITIES PERIODS
                               ----------------------------------------------------------------------------------------------------
                                      2002           2003          2004        2005     2006    THEREAFTER  TOTAL(1)   FAIR VALUE(1)
                               ---------------  ------------  -------------  -------  --------  ----------  --------  -------------
                                                                   (R$ million, except percentages)
<S>                                 <C>           <C>          <C>             <C>      <C>      <C>        <C>          <C>
DERIVATIVES INSTRUMENTS
U.S. DOLLAR INTEREST RATE
  (COUPON) SWAPS
RECEIVE FLOAT (R$)/PAY FIXED
  (U.S. DOLLAR)
  Notional Amount..............        18                                                                      18         -3.9
  Average Pay Rate.............     10.85%
  Average Receive Rate.........       100% CDI
PAY FLOAT (R$)/RECEIVE FIXED
  (U.S. DOLLAR)
  Notional Amount..............        18            18               19                                       55         10.3
  Average Pay Rate.............       100% CDI      100% CDI         100% CDI
  Average Receive Rate.........     11.52%        11.52%           11.52%
PAY FLOAT (R$)/RECEIVE FIXED
  (U.S. DOLLAR-AVERAGE)
  Notional Amount..............       247                                                                     247        -13.6
  Average Pay Rate.............       100% CDI
  Average Receive Rate.........     11.52%
FUTURE CROSS CURRENCY INTEREST
  RATE CONTRACTS (DDI BM&F)
PAY FLOAT (R$)/RECEIVE FIXED
  (U.S. DOLLAR)
  Notional Amount..............       251                          1,163                                    1,414         -7.5
  Average Pay Rate.............       100% CDI                       100% CDI
  Average Receive Rate.........      2.38%                          8.01%
CROSS CURRENCY INTEREST RATE
  SWAP
PAY FLOAT (U.S. DOLLAR)/RECEIVE
  FLOAT (YEN)
  Notional Amount..............                                      760                                      760        -42.6
  Average Pay Rate.............                                     U.S.
                                                                  dollar
                                                                   LIBOR
                                                                 3M+3.11%
  Average Receive Rate.........                                Yen LIBOR
                                                                3M+2.375%
</Table>

                                      -133-
<Page>

<Table>
<Caption>
                                                                   PRINCIPAL MATURITIES PERIODS
                               ----------------------------------------------------------------------------------------------------
                                      2002           2003        2004        2005       2006    THEREAFTER  TOTAL(1)   FAIR VALUE(1)
                               ---------------  ------------  ---------   ----------  --------  ----------  --------  -------------
                                                                  (R$ million, except percentages)
<S>                              <C>              <C>         <C>           <C>         <C>        <C>       <C>        <C>
LIBOR Float to Fixed swap
PAY U.S. DOLLAR LIBOR
  FIXED/RECEIVE 3M U.S. DOLLAR
  LIBOR FLOAT
  Notional Amount.............                                     730                                         730        0.5
  Average Pay Rate............                                    3.94%
  Average Receive Rate........                                    U.S.
                                                                dollar
                                                              LIBOR 3M
LIBOR Float to Fixed swap
Pay U.S. dollar LIBOR
  Fixed/Receive 6M U.S. dollar
  LIBOR Float
  Notional Amount.............         35               12           2            26                            74          0
  Average Pay Rate............          3%               3%          5%            5%
  Average Receive Rate........       U.S.             U.S.        U.S.          U.S.
                                   dollar           dollar      dollar        dollar
                                 LIBOR 6M         LIBOR 6M    LIBOR 6M      LIBOR 6M
LIBOR Float to Fixed swap
Pay U.S. dollar LIBOR
  Fixed/Receive 1M U.S. dollar
  LIBOR Float
  Notional Amount.............         75               58                                                     133          0
  Average Pay Rate............          3%               3%
  Average Receive Rate........       U.S.             U.S.
                                   dollar           dollar
                                 LIBOR 1M         LIBOR 1M
Interest Rate Swaps (in Reais)
Receive Float (R$)/Pay Fixed
  (R$)
  Notional Amount.............        758                                                                      758         16
  Average Pay Rate............      19.16%
  Average Receive Rate........        100% CDI
CASH INSTRUMENTS
Cash and Cash Equivalent
  Denominated in U.S. dollar
  Notional Amount.............        733                                                                      733        733
  Average Interest Rate.......       1.58%
DEBT INSTRUMENTS
U.S. DOLLAR DEBT DENOMINATED
  (FIXED RATE)
  In U.S. Dollars.............      1,171               12          50            12      12       1,184     2,441      2,441
  Fixed Rate..................       8.08%            8.08%       8.08%         8.08%   8.08%       8.08%
U.S. DOLLAR DEBT DENOMINATED
  (FLOAT RATE)
  In U.S. Dollars.............         23                6                                                      29         29
  LIBOR 6M....................       0.63%            0.63%
YEN DEBT DENOMINATED (FLOAT
  RATE)
  In U.S. Dollars.............          3                          691                                         695        695
  LIBOR 6M....................        2.4%                         2.4%
REAIS DEBT DENOMINATED (FIXED
  RATE)
  In Reais....................         29                                                                       29         29
  Fixed Rate..................        8.8%
REAIS DEBT - ICMS (FIXED RATE)
  In Reais....................         25              235                                                     260        260
  Fixed Rate..................       2,50%            2,50%
REAIS DEBT DENOMINATED (FLOAT
  RATE)
  In Reais....................        217              213         172            77      28          46       753        753
  TJLP........................       2.99%            2.99%       2.99%         2.99%   2.99%       2.99%
INTERNATIONAL DEBT
U.S. Dollar Debt Denominated
  (Float Rate)
  In U.S. Dollars.............        253               76           6            25                           362        362
  LIBOR 6M....................       2.50%            2.75%       2.75%         2.50%
</Table>

----------
(1) This total represents the total value of derivative instrument contracts
(notional value) within the forward, future and swap portfolio, and not a
balance sheet value. The unrealized gain or loss on the instrument at the
balance sheet date is included within the balance sheet at fair value, and is
therefore represented under the column labeled "Fair Value." For cash and debt
instruments, the column labeled "Total" represents the carrying value of those
instruments within the balance sheet, and is therefore directly comparable with
the fair value of the instrument, included within the column labeled "Fair
Value."

     Most of the variable rate debt accrues interest at TJLP (Taxa de Juros de
Longo Prazo) plus a spread. The TJLP is a long-term nominal interest rate fixed
by the Brazilian government on a quarterly basis. During the period set forth
below the TJLP was:

                                      -134-
<Page>

<Table>
<Caption>
                                     2001            2000          1999
                                  -----------    -----------    -----------
<S>                                 <C>              <C>           <C>
First Quarter..................      9.25%           12.00%        12.84%
Second Quarter.................      9.25            11.00         13.48
Third Quarter..................      9.50            10.25         14.05
Fourth Quarter.................     10.00             9.75         12.50
</Table>

The TJLP was fixed at 10.0% for the first quarter of 2002 and 9.5% for the
second quarter of 2002.

     We have not experienced and do not expect to experience difficulty
obtaining financing or refinancing existing debt.

Item 12.  Description of Securities Other than Equity Securities

          Not Applicable

                                     PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies

          Not Applicable

Item 14.  Material Modifications to the Rights of Security Holders and Use
          of Proceeds

          Not applicable.

Item 15.  Reserved

Item 16.  Reserved

                                    PART III

Item 17.  Financial Statements

          The Company is furnishing financial statements pursuant to the
instructions of Item 18 of Form 20-F.

Item 18.  Financial Statements

          See pages F-1 through F-90.

          Index to Consolidated Financial Statements

<Table>
<Caption>
                                                                                        Page
            <S>                                                                         <C>
            Report of Independent Accountants...................................        F-2
            Consolidated Balance Sheet..........................................        F-3
            Consolidated Statement of Operations................................        F-5
            Statements of Changes in Shareholders' Equity.......................        F-7
</Table>

                                      -135-
<Page>

<Table>
            <S>                                                                         <C>
            Consolidated Statement of Changes in Financial Position.............        F-9
            Consolidated Statement of Cash Flows................................        F-11
            Notes of Financial Statements.......................................        F-13
</Table>

Item 19.  Exhibits

     1.1  By-laws of Companhia de Bebidas das Americas-AmBev (English-language
          translation thereof) (incorporated by reference to Annex A to the
          prospectus filed as part of the Form F-4 filed by AmBev on August 29,
          2000), as amended on April 27, 2001 (the amendments to the by-laws are
          incorporated by reference to the Form 6-K filed by AmBev on May 30,
          2001).

     2.1  Form of Common ADS Deposit Agreement among AmBev, The Bank of New
          York, as depositary, and the holders from time to time of Common ADSs
          (incorporated by reference to Exhibit A of the Form F-6 filed by AmBev
          on October 20, 2000).

     2.2  Form of Preferred ADS Deposit Agreement among AmBev, The Bank of New
          York, as depositary, and the holders from time to time of Preferred
          ADSs (incorporated by reference to Exhibit A of the Form F-6 filed by
          AmBev on October 20, 2000).

     2.3  Form of American Depositary Receipt for Common ADSs (included in
          Exhibit 2.1).

     2.4  Form of American Depositary Receipt for Preferred ADSs (included in
          Exhibit 2.2).

     3.1  Shareholders' Agreement of Companhia de Bebidas das Americas-AmBev
          dated as of July 1, 1999 among Fundacao Antonio e Helena Zerrenner
          Instituicao Nacional de Beneficencia, Braco S.A., Empresa de
          Administracao e Participacoes S.A., Companhia de Bebidas das
          Americas-AmBev, Jorge Paulo Lemann, Marcel Herrmann Telles, and Carlos
          Alberto da Veiga Sicupira (English-language translation thereof)
          (incorporated by reference to Annex B to the prospectus filed as part
          of the Form F-4 filed by AmBev on August 29, 2000).

     4.1  Performance Agreement between AmBev and the Conselho Administrativo de
          Defesa Economica (CADE), dated April 19, 2000 (incorporated by
          reference to Exhibit 10.8 to the Form F-4 filed by AmBev on August 29,
          2000).

     8.1  List of Material Subsidiaries of Companhia de Bebidas das
          Americas-AmBev.

                                      -136-
<Page>

                                   SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant, Companhia de Bebidas das Americas-AmBev, certifies that
it meets all of the requirements for filing on Form 20-F and that it has duly
caused and authorized the undersigned to sign this annual report to be signed on
its behalf.

                                   COMPANHIA DE BEBIDAS DAS
                                   AMERICAS-AMBEV

                                   By: /s/ Magim Rodriguez Junior
                                       ----------------------------------------
                                       Name:  Magim Rodriguez Junior
                                       Title: Chief Executive Officer

                                   By: /s/ Luis Felipe Pedreira Dutra Leite
                                       -----------------------------------------
                                       Name:  Luis Felipe Pedreira Dutra Leite
                                       Title: Chief Financial Officer

     Date: June 26, 2002

                                      -137-
<Page>

                  EXHIBIT 8.1 -- AMBEV'S MATERIAL SUBSIDIARIES

     AmBev's operations are conducted principally by CBB and, in the case of its
international operations, by Eagle and their direct and indirect subsidiaries
and affiliates. The following is a list of the significant companies that AmBev
controlled, either directly or indirectly, as of December 31, 2001:

     -    Companhia Brasileira de Bebidas (CBB) (incorporated in Brazil). CBB is
          our principal operating subsidiary that engages in the production,
          distribution and marketing of beverages. AmBev controls 100% of the
          voting and 99.6% of the total equity of this entity.

     -    Eagle Distribuidora de Bebidas S.A. (incorporated in Brazil). AmBev
          controls, directly or indirectly, 100% of the voting and total equity
          of this entity.

     -    Jalua Spain S.L. (incorporated in Spain). Eagle controls, directly or
          indirectly, 100% of the voting and total equity of this entity.

     -    Arosuco Aromas e Sucos S.A. (Arosuco) (incorporated in Brazil).
          Arosuco produces concentrates for our soft drinks. AmBev controls,
          directly or indirectly, 100% of the voting and total equity of this
          entity.

     -    CA Cervecera Nacional (CACN) (incorporated in Venezuela). CACN
          produces beer in Venezuela. CACN owns Mar Caribe Distribuidora, a beer
          distributor in Venezuela. AmBev controls, directly or indirectly,
          50.2% of the voting and total equity of this entity.

     -    CCBA S.A. (incorporated in Argentina). CCBA produces beer and soft
          drinks in Argentina. AmBev controls, directly or indirectly, 70% of
          the voting and total equity of this entity.

     -    Cervejaria Astra S.A. (incorporated in Brazil). Astra produces soft
          drinks and beer. AmBev controls, directly or indirectly, 50% of the
          voting and 65.5% of the total equity of this entity.

     -    Cerveceria y Malteria Paysandu (Cympay) (incorporated in Uruguay).
          Cympay produces, markets and distributes beer in Uruguay. AmBev
          controls, directly or indirectly, 95.4% of the voting and total equity
          of this entity.

     -    Compania Salus (incorporated in Uruguay). Salus produces, markets and
          distributes beer in Uruguay. AmBev owns 26.2% of a joint venture which
          in turn owns 57.3% of Salus. Through this joint venture AmBev owns
          15.1% of the voting and total equity of Salus.

     -    CCBP S.A. (incorporated in Paraguay). CCBP produces beer. AmBev
          controls, directly or indirectly, 100% of the voting and total equity
          of this entity.

     -    Ice Tea do Brasil Ltda. (incorporated in Brazil). Ice Tea do Brasil is
          a 50%-50% joint venture between Fratelli Vita and Unilever Brasil
          Ltda., which produces, sells and distributes the Lipton brand iced tea
          in Brazil.

                                      -138-
<Page>

     -    Industria de Bebidas Antarctica - Polar S.A. (incorporated in Brazil).
          Polar produces beer and soft drinks. AmBev controls, directly or
          indirectly, 98.1% of the voting and 97.2% of the total equity of this
          entity.

     -    Malteria Pampa S.A. and Malteria Uruguay S.A. (incorporated in
          Argentina and Uruguay, respectively). Malteria Pampa is a producer of
          malt in Argentina. Malteria Pampa owns Malteria Uruguay S.A., an
          Uruguayan malt-producing company. AmBev controls, directly or
          indirectly, 100% of the voting and total equity of this entity.

     -    Monthiers S.A. (incorporated in Uruguay). Jalua Spain S.L. controls
          100% of the voting and total equity of this entity.

                                      -139-
<Page>
                    COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

     Consolidated Financial Statements at December 31, 2001 and 2000, and for
each of the three years in the period ended December 31, 2001.

<Table>
<Caption>
                                                                                      Page
                                                                                      ----
        <S>                                                                           <C>
        Report of Independent Accountants.....................................        F-2
        Consolidated Balance Sheet............................................        F-3
        Consolidated Statement of Operations..................................        F-5
        Statements of Changes in Shareholders' Equity.........................        F-7
        Consolidated Statement of Changes in Financial Position...............        F-9
        Consolidated Statement of Cash Flows..................................        F-11
        Notes of Financial Statements.........................................        F-13
</Table>

                                       F-1
<Page>

COMPANHIA DE BEBIDAS
DAS AMERICAS - AmBev
CONSOLIDATED FINANCIAL STATEMENTS UNDER
BRAZILIAN CORPORATE LAW RECONCILED
TO US GAAP AT DECEMBER 31, 2001
AND 2000, AND FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2001
AND REPORT OF INDEPENDENT ACCOUNTANTS


<Table>
<Caption>
INDEX TO CONSOLIDATED FINANCIAL STATEMENT                       PAGE
                                                                ----
<S>                                                             <C>
Report of Independent Accountants                               F-2
Consolidated Balance Sheet                                      F-3
Consolidated Statement of Operations                            F-5
Statements of Changes in Shareholders' Equity                   F-7
Consolidated Statement of Changes in Financial Position         F-9
Consolidated Statement of Cash Flows                            F-11
Notes to Financial Statements                                   F-13
</Table>

<Page>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
Companhia de Bebidas das Americas - AmBev

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of changes in shareholders' equity and of
changes in financial position present fairly, in all material respects, the
financial position of Companhia de Bebidas das Americas - AmBev and its
subsidiaries at December 31, 2001 and 2000, and their results of operations and
their changes in financial position for the two years ended December 31, 2001
and the results of operations, of changes in shareholders' equity and changes in
financial position of Companhia Cervejaria Brahma (column labeled "Predecessor -
Brahma") for the year ended December 31, 1999, all expressed in Brazilian REAIS,
in conformity with accounting principles prescribed by Brazilian Corporate law.
These financial statements are the responsibility of company management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in Brazil and in the United States of
America which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audit was performed for the purpose of issuing an opinion on the financial
statements referred to in the first paragraph, prepared in conformity with
accounting principles determined by Brazilian Corporate law. The statement of
cash flows which provides supplemental information about the Company and its
subsidiaries is not a required component of the financial statements. We also
applied the audit procedures described in the previous paragraph to the
statement of cash flows and, in our opinion, it is fairly stated in all material
respects in relation to the financial statements taken as a whole.

Accounting principles prescribed by Brazilian Corporate Law vary in certain
important respects from accounting principles generally accepted in the United
States of America. The application of the latter would have affected the
determination of consolidated results of operations, expressed in Brazilian
REAIS, for each of the three years in the period ended December 31, 2001 and the
determination of shareholders' equity, also expressed in Brazilian REAIS, at
December 31, 2001 and 2000, to the extent summarized in Note 18 to the
consolidated financial statements.

PricewaterhouseCoopers                      February 1, 2002
Auditores Independentes                     Sao Paulo, Brazil

<Page>

COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

CONSOLIDATED BALANCE SHEET AT DECEMBER 31
EXPRESSED IN THOUSANDS OF REAIS

<Table>
<Caption>
ASSETS                                                                   2001            2000
                                                                -------------  --------------
<S>                                                                <C>              <C>
Current assets
    Cash and cash equivalents                                       2,412,105         575,446
    Trading securities                                                126,927         452,886
    Trade accounts receivable, net                                    802,555         684,448
    Taxes recoverable                                                 336,037         246,972
    Inventories                                                       806,679         591,122
    Other                                                             200,641         136,766
                                                                -------------  --------------

                                                                    4,684,944       2,687,640
                                                                -------------  --------------

Long-term assets
    Receivables from affiliated companies                              35,075          47,984
    Deferred income tax                                             1,160,274         996,088
    Other taxes recoverable                                           332,984         287,980
    Prepaid pension benefit cost                                       20,792
    Restricted deposits for legal proceedings                         183,611         102,671
    Tax incentive investments and deposits                             74,695          89,633
    Assets held for sale                                              104,524          26,265
    Advances to employees for purchase of shares                      215,248         165,151
    Other                                                             107,530          71,279
                                                                -------------  --------------

                                                                    2,234,733       1,787,051
                                                                -------------  --------------

Permanent assets
    Investments
       Goodwill and negative goodwill (Note 10)                       617,574         614,754
       Other                                                           45,026          44,810
                                                                -------------  --------------

                                                                      662,600         659,564
    Property, plant and equipment (Note 11)                         3,143,635       3,204,259
    Deferred charges                                                  302,900         301,138
                                                                -------------  --------------

                                                                    4,109,135       4,164,961
                                                                -------------  --------------

TOTAL ASSETS                                                       11,028,812       8,639,652
                                                                =============  ==============
</Table>

                                       F-3
<Page>

COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

CONSOLIDATED BALANCE SHEET AT DECEMBER 31
EXPRESSED IN THOUSANDS OF REAIS                                      (CONTINUED)

<Table>
<Caption>
LIABILITIES AND SHAREHOLDERS' EQUITY                                     2001            2000
                                                                -------------  --------------
<S>                                                                <C>              <C>
Current liabilities
    Suppliers                                                         571,169         579,200
    Payroll and related charges                                       141,889         115,769
    Loans and financing (Note 12)                                   1,719,989       1,265,334
    Taxes on income payable                                            72,251          26,436
    Other taxes payable                                               601,160         456,215
    Dividends and interest attributed to shareholders' equity
      payable                                                         182,593         159,350
    Other                                                             122,952          97,318
                                                                -------------  --------------

                                                                    3,412,003       2,699,622
                                                                -------------  --------------

Long-term liabilities
    Loans and financing (Note 12)                                   2,849,353         927,574
    Accrued liability for contingencies (Note 17)                     815,487         877,969
    Sales tax deferrals                                               346,965         470,010
    Post-retirement benefits (Note 16)                                112,545
    Deferred income tax                                                31,579          53,202
    Other                                                               8,517          21,853
                                                                -------------  --------------

                                                                    4,164,446       2,350,608
                                                                -------------  --------------

Minority interest                                                      88,926         512,477
                                                                -------------  --------------

Commitments and contingencies (Note 17)

Shareholders' equity
    Subscribed and paid-up capital                                  2,944,288       2,565,249
    Capital reserve                                                     4,867               1
    Revenue reserves                                                  913,723         522,222
    Treasury stock                                                   (499,441)        (10,527)
                                                                -------------  --------------

                                                                    3,363,437       3,076,945
                                                                -------------  --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         11,028,812       8,639,652
                                                                =============  ==============
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-4
<Page>

COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

CONSOLIDATED STATEMENT OF OPERATIONS
EXPRESSED IN THOUSANDS OF REAIS

<Table>
<Caption>
                                                                                         YEARS ENDED DECEMBER 31
                                                                        ----------------------------------------

                                                                              2001           2000           1999
                                                                        ----------  -------------  -------------

                                                                                      (SUCCESSOR-  (PREDECESSOR-
                                                                                           AmBev)         BRAHMA)
                                                                        -------------------------  -------------
<S>                                                                     <C>            <C>            <C>
GROSS REVENUE                                                           13,130,961     11,282,452      6,846,479
Value-added and other taxes, discounts and returns                      (6,605,376)    (6,032,107)    (3,598,205)
                                                                        ----------  -------------  -------------

NET SALES                                                                6,525,585      5,250,345      3,248,274

Cost of sales                                                           (3,366,225)    (2,843,749)    (1,905,053)
                                                                        ----------  -------------  -------------

GROSS PROFIT                                                             3,159,360      2,406,596      1,343,221
                                                                        ----------  -------------  -------------

OPERATING INCOME (EXPENSES)
    Selling and marketing                                                 (707,754)      (578,469)      (350,700)
    Direct distribution                                                   (467,827)      (337,002)      (225,536)
    General and administrative                                            (351,497)      (373,023)      (206,940)
    Depreciation and amortization of deferred charges                     (256,492)      (202,288)       (95,408)
    Provision for contingencies and other                                  (33,907)      (269,154)       (51,203)
    Other operating income, net                                             47,225          3,917         66,307
    Financial income                                                       358,376        373,981        675,118
    Financial expenses                                                    (861,491)      (697,970)      (804,426)
                                                                        ----------  -------------  -------------

                                                                        (2,273,367)    (2,080,008)      (992,788)
                                                                        ----------  -------------  -------------

OPERATING INCOME                                                           885,993        326,588        350,433

NON-OPERATING INCOME/(EXPENSES), NET                                       107,332         57,786        (19,876)
                                                                        ----------  -------------  -------------

INCOME BEFORE INCOME TAXES, STATUTORY DISTRIBUTIONS AND
    CONTRIBUTIONS AND MINORITY INTEREST                                    993,325        384,374        330,557
                                                                        ----------  -------------  -------------

INCOME TAX BENEFIT (EXPENSE)
    Current                                                               (197,988)      (207,888)        29,594
    Deferred                                                               146,014        613,301        (12,009)
                                                                        ----------  -------------  -------------

                                                                           (51,974)       405,413         17,585
                                                                        ----------  -------------  -------------

INCOME BEFORE STATUTORY DISTRIBUTION AND CONTRIBUTION
    AND MINORITY INTEREST (CARRIED FORWARD)                                941,351        789,787        348,142
                                                                        ----------  -------------  -------------
</Table>

                                       F-5
<Page>

COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

CONSOLIDATED STATEMENT OF OPERATIONS
EXPRESSED IN THOUSANDS OF REAIS                                      (CONTINUED)

<Table>
<Caption>
                                                                                         YEARS ENDED DECEMBER 31
                                                                        ----------------------------------------

                                                                              2001           2000           1999
                                                                        ----------  -------------  -------------

                                                                                      (SUCCESSOR-  (PREDECESSOR-
                                                                                           AmBev)         BRAHMA)
                                                                        -------------------------  -------------
<S>                                                                     <C>            <C>             <C>
INCOME BEFORE STATUTORY DISTRIBUTION AND
    CONTRIBUTIONS AND MINORITY INTEREST (BROUGHT FORWARD)                  941,351        789,787        348,142

    Employee profit sharing                                                (61,257)       (47,018)       (29,468)
    Management profit sharing                                              (20,041)        (6,700)       (10,398)
    Contributions to Zerrenner Foundation (Note 16)                        (75,777)
                                                                        ----------  -------------  -------------

INCOME BEFORE MINORITY INTEREST                                            784,276        736,069        308,276
    Minority interest                                                          292       (265,887)        14,019
                                                                        ----------  -------------  -------------

NET INCOME FOR THE YEAR                                                    784,568        470,182        322,295
                                                                        ==========  =============  =============

Number of shares outstanding at year-end (thousands)                    38,420,450     38,562,858      6,907,611

EARNINGS PER THOUSAND SHARES AT YEAR END - (WHOLE REAIS ) - R$               20.42          12.19          46.66
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-6
<Page>

COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
EXPRESSED IN THOUSANDS REAIS

<Table>
<Caption>
                                                                                                           REVENUE RESERVES
                                                                                  -----------------------------------------

                                                        SUBSCRIBED                                                   FUTURE
                                                       AND PAID-UP       CAPITAL                                    CAPITAL
                                                           CAPITAL       RESERVE         LEGAL    INVESTMENTS      INCREASE
                                                   ---------------  ------------  ------------  -------------  ------------
<S>                                                      <C>              <C>          <C>             <C>         <C>
At January 1, 1999                                         975,029        43,616       121,063                      542,031
  Capital increase                                          15,298
  Tax incentives                                                          24,554
  Cancellation of treasury shares                                                                                  (252,711)
  Repurchase of own shares for treasury
  Net income for the year
  Appropriation of net income
     Legal reserve                                                                      16,115
     Statutory reserves                                                                                             128,011
     Interest attributed to shareholders' equity
                                                   ---------------  ------------  ------------  -------------  ------------

  At December 31, 1999 (Predecessor - Brahma)
  (Note 15(h))                                             990,327        68,170       137,178                      417,331
                                                   ---------------  ------------  ------------  -------------  ------------

===========================================================================================================================

At January 1, 2000 (Successor - AmBev)
(Note 15(h))                                             1,717,471             1
  Repurchase of own shares for treasury
  Reduction of capital to absorb:
    Accumulated deficit                                   (310,682)
    Loss for the period ended August 31, 2000             (232,058)
  Return of capital                                       (111,838)
  Rollup of minorities converting from
    Brahma into AmBev shares                             1,502,356
  Net income for the year
  Appropriation of net income:
    Legal reserve                                                                       23,509
    Statutory reserves                                                                                 13,333       485,380
    Dividends and interest attributed to
     shareholders' equity
                                                   ---------------  ------------  ------------  -------------  ------------

At December 31, 2000                                     2,565,249             1        23,509         13,333       485,380
                                                   ===============  ============  ============  =============  ============

<Caption>
                                                                    ACCUMULATED
                                                       TREASURY        RETAINED
                                                         SHARES        EARNINGS           TOTAL
                                                   ------------  --------------  --------------
<S>                                                    <C>             <C>            <C>
At January 1, 1999                                     (253,323)                      1,428,416
  Capital increase                                                                       15,298
  Tax incentives                                                                         24,554
  Cancellation of treasury shares                       252,711
  Repurchase of own shares for treasury                  (6,019)                         (6,019)
  Net income for the year                                               322,295         322,295
  Appropriation of net income
     Legal reserve                                                      (16,115)
     Statutory reserves                                                (128,011)
     Interest attributed to shareholders' equity                       (178,169)       (178,169)
                                                   ------------  --------------  --------------

  At December 31, 1999 (Predecessor - Brahma)
  (Note 15(h))                                           (6,631)                      1,606,375
                                                   ------------  --------------  --------------

===============================================================================================

At January 1, 2000 (Successor - AmBev)
(Note 15(h))                                                           (310,682)      1,406,790
  Repurchase of own shares for treasury                 (10,527)                        (10,527)
  Reduction of capital to absorb:
    Accumulated deficit                                                 310,682
    Loss for the period ended August 31, 2000                           232,058
  Return of capital                                                                    (111,838)
  Rollup of minorities converting from
    Brahma into AmBev shares                                                          1,502,356
  Net income for the year                                               470,182         470,182
  Appropriation of net income:
    Legal reserve                                                       (23,509)
    Statutory reserves                                                 (498,713)
    Dividends and interest attributed to
     shareholders' equity                                              (180,018)       (180,018)
                                                   ------------  --------------  --------------

At December 31, 2000                                    (10,527)                      3,076,945
                                                   ============  ==============  ==============
</Table>

                                       F-7
<Page>

COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
EXPRESSED IN THOUSANDS REAIS                                         (CONTINUED)

<Table>
<Caption>
                                                                                                           REVENUE RESERVES
                                                                                 ------------------------------------------

                                                        SUBSCRIBED                                                   FUTURE
                                                       AND PAID-UP       CAPITAL                                    CAPITAL
                                                           CAPITAL       RESERVE         LEGAL    INVESTMENTS      INCREASE
                                                   ---------------  ------------  ------------  -------------  ------------
<S>                                                      <C>              <C>           <C>            <C>          <C>
At December 31, 2000                                     2,565,249             1        23,509         13,333       485,380
  Prior period adjustment - change in accounting
    principle for pensions and benefits (Note 2(k))
  Capital increase through:
    Issue of stocks to IBANN minority shareholders
       net of repurchases from dissenting
       shareholders (Note 15(d))                           298,265
    Stock options exercised                                 80,774
  Repurchase of own shares for treasury
  Premium received on sale of stock option                                 4,866
  Net income
  Appropriation of net income:
    Legal reserve                                                                       39,228
    Statutory reserves                                                                                 39,228       313,045
    Dividends and interest attributed
     to shareholders' equity
                                                   ---------------  ------------  ------------  -------------  ------------

At December 31, 2001                                     2,944,288         4,867        62,737         52,561       798,425
                                                   ===============  ============  ============  =============  ============

<Caption>
                                                                    ACCUMULATED
                                                       TREASURY        RETAINED
                                                          STOCK        EARNINGS           TOTAL
                                                   ------------  --------------  --------------
<S>                                                    <C>             <C>            <C>
At December 31, 2000                                    (10,527)                      3,076,945
  Prior period adjustment - change in accounting
    principle for pensions and benefits (Note 2(k))                     (56,458)        (56,458)
  Capital increase through:
    Issue of stocks to IBANN minority shareholders
       net of repurchases from dissenting
       shareholders (Note 15(d))                       (242,246)                         56,019
    Stock options exercised                                                              80,774
  Repurchase of own shares for treasury                (246,668)                       (246,668)
  Premium received on sale of stock option                                                4,866
  Net income                                                            784,568         784,568
  Appropriation of net income:
    Legal reserve                                                       (39,228)
    Statutory reserves                                                 (352,273)
    Dividends and interest attributed
     to shareholders' equity                                           (336,609)       (336,609)
                                                   ------------  --------------  --------------

At December 31, 2001                                   (499,441)                      3,363,437
                                                   ============  ==============  ==============
</Table>

The accompanying notes are an integral part of these financial statements.

                                       F-8
<Page>

COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
EXPRESSED IN THOUSANDS OF REAIS

<Table>
<Caption>
                                                                                      YEARS ENDED DECEMBER 31
                                                                     ----------------------------------------

                                                                           2001          2000            1999
                                                                     ----------   -----------   -------------

                                                                                  (SUCCESSOR-   (PREDECESSOR-
                                                                                       AmBev)         BRAHMA)
                                                                     ------------------------   -------------
<S>                                                                   <C>           <C>             <C>
FINANCIAL RESOURCES WERE PROVIDED BY
    From operations:
      Net income for the year                                           784,568       470,182         322,295
      Expenses (income) not affecting working capital
           Deferred income tax and social contribution                 (146,014)     (613,301)         12,009
           Provision for loss on investments                                                            1,854
           Amortization of goodwill                                      94,151        86,971           2,810
           Depreciation and amortization of deferred charges            613,872       589,182         438,069
           Accrued liability for contingencies and other                (67,090)      214,862          14,712
           Interest expense on legal proceedings provisions               1,238        19,452          18,688
           Financial charges on long-term loans                          (5,246)       65,790
           Foreign exchange variation on long-term loans                (46,140)       (3,070)        128,714
           Gain arising from changes in holdings in subsidiaries        (16,153)
           Minority interest                                               (292)      265,887         (14,019)
       Book value of property, plant and equipment and investment
       disposals                                                         40,665       205,318         107,611
                                                                     ----------   -----------   -------------
                                                                      1,253,559     1,301,273       1,032,743

    From shareholders:
      Capital increase - stock options exercised                         80,774                        15,298
      Capital increase of minority interest in subsidiaries              (2,363)      139,686          20,769
      Premium on the placement of options to repurchase own shares        4,866
    From third-parties:
      Increase (decrease) in long-term liabilities
         Loans                                                        1,900,643      (276,662)       (171,220)
         Investment subsidy                                                                            24,554
         Sales tax deferrals                                           (123,045)        6,340         148,057
                                                                     ----------   -----------   -------------

TOTAL FUNDS PROVIDED                                                  3,114,434     1,170,637       1,070,201
                                                                     ----------   -----------   -------------
</Table>

                                       F-9
<Page>

COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
EXPRESSED IN THOUSANDS OF REAIS                                     (CONTINUED)

<Table>
<Caption>
                                                                                            YEARS ENDED DECEMBER 31
                                                                             --------------------------------------

                                                                                   2001          2000          1999
                                                                             ----------   ----------   ------------

                                                                                          (SUCCESSOR   (PREDECESSOR
                                                                                              AmBev)        BRAHMA)
                                                                             -----------------------   ------------
<S>                                                                           <C>         <C>            <C>
FINANCIAL RESOURCES WERE USED FOR
    Increase (decrease) in long-term assets
       Restricted deposits for legal proceedings                                 79,645       25,507          9,076
       Advances to employees for purchase of shares                              50,097       76,113         12,203
       Receivables from companies proportionally consolidated                    30,635      (33,421)        58,110
       Taxes recoverable                                                         27,493      (37,400)        (2,886)
       Other                                                                     24,974      (32,913)        23,537
    Permanent assets
       Investments                                                              247,963       22,310          2,364
       Property, plant and equipment                                            446,829      295,008        295,693
       Deferred charges                                                          82,607       28,796         36,702
    Return of capital                                                                        111,838
    Repurchase of own shares for treasury                                       246,668       10,527          6,019
    Payment of appraisal rights to former IBANN shareholders (Note 15(d))       242,246
    Proposed and declared distributions in the form of interest attributed
       to shareholders' equity and dividends                                    336,609      180,018        178,169
    Other decrease (increase) in long-term liabilities                           13,745       15,334          3,311
                                                                             ----------   ----------   ------------

TOTAL FUNDS USED                                                              1,829,511      661,717        622,298
                                                                             ----------   ----------   ------------

INCREASE IN WORKING CAPITAL                                                   1,284,923      508,920        447,903
                                                                             ==========   ==========   ============

CHANGES IN WORKING CAPITAL

CURRENT ASSETS
    At end of year                                                            4,684,944    2,687,640      2,723,110
    At beginning of year                                                      2,687,640    3,218,018      1,959,203
                                                                             ----------   ----------   ------------

                                                                              1,997,304     (530,378)       763,907
                                                                             ----------   ----------   ------------
CURRENT LIABILITIES
    At end of year                                                            3,412,003    2,699,622      1,889,123
    At beginning of year                                                      2,699,622    3,738,920      1,573,119
                                                                             ----------   ----------   ------------

                                                                                712,381   (1,039,298)       316,004
                                                                             ----------   ----------   ------------

INCREASE IN WORKING CAPITAL                                                   1,284,923      508,920        447,903
                                                                             ==========   ==========   ============
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-10
<Page>

COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

SUPPLEMENTAL INFORMATION

CONSOLIDATED STATEMENT OF CASH FLOWS
EXPRESSED IN THOUSANDS OF REAIS

<Table>
<Caption>
                                                                                          YEARS ENDED DECEMBER 31
                                                                           --------------------------------------

                                                                                 2001         2000           1999
                                                                           ----------   ----------   ------------

                                                                                       (SUCCESSOR-   PREDECESSOR-
                                                                                            AmBev)        BRAHMA)
                                                                           -----------------------   ------------
<S>                                                                        <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the year                                                       784,568      470,182       322,295
  Expenses (income) not affecting cash and cash equivalents
    Deferred income tax and social contribution                              (146,014)    (613,301)       12,009
    Amortization of goodwill                                                   94,151       86,971         2,810
    Depreciation and amortization of deferred charges                         613,872      589,182       438,069
    Interest expense on accrued liability for contingencies                     1,238       19,452        18,688
    Interest and foreign exchange losses on loans, net                        281,678      492,854       128,714
    (Gain) loss on disposal of property, plant and equipment, net              (1,497)     (40,050)       45,265
    Gain arising from changes in holdings in subsidiaries                     (16,153)
    Foreign exchange gains on subsidiaries abroad not affecting cash, net     (13,955)      (5,378)
    Unrealized (gain) loss on swap and forward activities, net                 44,297      (22,357)
    Minority interest                                                            (292)     265,887       (14,019)
 Decrease (increase) in assets
    Trading securities                                                        325,959     (171,754)
    Trade accounts receivable, net                                            (91,504)    (325,928)       10,785
    Taxes recoverable                                                        (114,590)      81,955       (87,991)
    Inventories                                                              (149,113)      (6,167)      (10,648)
    Receivables from affiliated companies                                     (30,635)      33,421       (57,568)
    Other                                                                     (42,130)      61,576       (62,313)
Increase(decrease) in liabilities
    Suppliers                                                                  (7,705)     153,714        60,681
    Payroll and related charges                                                25,595        1,060        38,006
    Taxes on income payable                                                    45,815      (43,148)       13,181
    Other taxes payable                                                        21,900       76,806       231,004
    Accrued liability for contingencies, net of restricted deposits           (61,768)     214,862        51,203
    Other                                                                     (82,211)      (7,202)      (37,213)
                                                                           ----------   ----------   ------------

Net cash provided by operating activities                                   1,481,506    1,312,637     1,102,958
                                                                           ----------   ----------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Restricted deposits for legal proceedings                                   (79,645)     (25,507)      (10,108)
  Investments in affiliates and subsidiaries, net of cash acquired           (220,118)     (22,310)
  Payment of appraisal rights to former IBANN shareholders (Note 15(d))      (242,246)
  Acquisitions of property, plant and equipment                              (446,829)    (295,008)     (312,383)
  Proceeds from disposal of property, plant and equipment                      42,162      245,368        59,989
  Expenditures on deferred charges                                            (82,607)     (28,796)      (36,702)
                                                                           ----------   ----------   ------------

Net cash used in investing activities                                      (1,029,283)    (126,253)     (299,204)
                                                                           ----------   ----------   ------------
</Table>

                                      F-11
<Page>

COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

SUPPLEMENTAL INFORMATION

CONSOLIDATED STATEMENT OF CASH FLOWS
EXPRESSED IN THOUSANDS OF REAIS                                      (CONTINUED)

<Table>
<Caption>
                                                                                   YEARS ENDED DECEMBER 31
                                                                  ----------------------------------------

                                                                        2001          2000            1999
                                                                  ----------   -----------   -------------
                                                                               (SUCCESSOR)   (PREDECESSOR)
                                                                  ------------------------   -------------
<S>                                                               <C>           <C>             <C>
CASH FLOWS FROM FINANCING ACTIVITIES

Loans and financings
    Issuances                                                      3,255,167       813,390       1,335,806
    Repayments, including interest                                (1,343,877)   (2,726,530)     (1,362,847)
  Capital subscriptions                                               80,774                        15,298
  Repurchase of own shares for treasury                             (246,668)      (10,527)         (6,019)
  Premium received on sale of stock option                             4,866
  Capital increase of minority interests in subsidiaries              (2,363)      139,686          20,769
  Return of capital                                                               (111,838)
  Dividends and interest attributed to shareholders' equity paid    (313,366)     (109,324)       (178,169)
  Advances to employees for purchase of shares                       (50,097)      (76,113)        (12,203)
                                                                  ----------   -----------   -------------

Net cash provided by (used in) financing activities                1,384,436    (2,081,256)       (187,365)
                                                                  ----------   -----------   -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               1,836,659      (894,872)        616,389

Cash and cash equivalents, at beginning of year                      575,446     1,470,318       1,081,026
                                                                  ----------   -----------   -------------

  CASH AND CASH EQUIVALENTS AT END OF YEAR                         2,412,105       575,446       1,697,415
                                                                  ==========   ===========   =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
  Interest, net of capitalized interest                              260,501       265,818         250,125
  Taxes on income                                                     29,434        58,128          17,986
Non-cash transactions:
    Issuance of shares related to IBANN
       transaction, net of repurchases (Note 15(a)(i))                56,019
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-12
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

1    OUR GROUP AND OPERATIONS

(a)  OUR BUSINESS

     Companhia de Bebidas das Americas ("the Company", "AmBev" or "we") is a
     Brazilian limited liability company. AmBev and its subsidiaries, including
     Companhia Brasileira de Bebidas ("CBB") - formerly comprising Companhia
     Cervejaria Brahma ("Brahma") and Companhia Antarctica Paulista - Industria
     Brasileira de Bebidas e Conexos ("Antarctica"), produce, distribute and
     sell beer, soft drinks and other non-carbonated beverages, such as isotonic
     sport drinks, fruit juices, iced tea and water, in Brazil and in other
     South American countries.

     In July 1999, the controlling shareholders of Brahma and the controlling
     shareholders of Antarctica announced a business combination. The
     combination involved the contribution to Aditus Participacoes S.A., a
     holding company which changed its name to AmBev, of the shares of Brahma
     and Antarctica. The combination of Brahma and Antarctica was accounted for
     as a merger of entities ("INCORPORACAO DE ACOES") at book value and the
     assets and liabilities were combined under a new share structure.
     Adjustments to the net carrying value of Antarctica assets resulted in the
     allocation of certain assets to goodwill. In April 2001, Brahma and
     Antarctica were merged to become CBB. As at December 31, 2001, AmBev held
     100% of the voting shares and 99.7% of the total shares of CBB.

     The completion of the combination required the approval of Brazilian
     antitrust authorities, which was obtained in April 2000, in the interim,
     restrictions were imposed by the antitrust authorities. The antitrust
     authorities approved the combination and imposed certain requirements
     during a five year period which AmBev agreed to fulfill. These are
     summarized as follows: (i) mandatory sale of the Bavaria brand, together
     with one beer plant in each of the five different Brazilian regions and the
     sharing of AmBev's distribution network for a period of four years; (ii)
     mandatory sharing of its distribution network with one competitor beer
     brand; and (iii) restrictions on the sale of plants, maintenance of
     employment levels or employee relocation requirements. The Bavaria brand
     was sold in December 2000 (Note 11(b)).

                                      F-13
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

2    SUMMARY OF OUR SIGNIFICANT ACCOUNTING POLICIES

(a)  BASIS OF PRESENTATION OF OUR FINANCIAL STATEMENTS

     The financial statements were prepared in accordance with accounting
     principles determined by the Brazilian Corporate law (Law 6404, as amended)
     ("Corporate law") and additional regulations of the "COMISSAO DE VALORES
     MOBILIARIOS", the Brazilian Securities Commission (the "CVM").

     These financial statements have been prepared in the Brazilian REAL
     (plural, REAIS) and differ from the Corporate law financial statements
     previously issued due to the number of periods presented, the presentation
     of Brahma as the predecessor of AmBev, certain reclassifications and
     changes in terminology, and additional explanatory notes added to conform
     more closely to reporting practices in the United States. The statement of
     cash flows conforms with International Accounting Standard No. 7, "Cash
     Flow Statements".

     Prior to July 1, 1999, the date of the controlling shareholders'
     contribution to form the combination of interests between Brahma and
     Antarctica, AmBev had no material assets, liabilities or operations. The
     financial statements for the year ended December 31, 1999 are those of
     Brahma, the predecessor of AmBev. The financial statements as at and for
     the year ended December 31, 2000 include the consolidation of AmBev, Brahma
     and Antarctica for the year, to reflect the results of the merger which was
     effected as from July 1, 1999.

     Certain accounting practices applied by the Company and its subsidiaries
     that conform with Corporate law may not conform with accounting principles
     generally accepted in the United States of America ("US GAAP") (Note 18).

(b)  CONSOLIDATION PRINCIPLES

     The consolidated financial statements include the accounts of the Company
     and all of its subsidiaries in which the Company directly or indirectly
     controls more than 50% of the voting share capital. The consolidated
     financial statements include also part of the assets, liabilities, revenues
     and costs of investees governed by shareholder agreements, which have been
     consolidated based on the proportion of the equity interest the Company
     holds to the total capital of the investee. All significant intercompany
     accounts and transactions are eliminated upon consolidation. The interests
     of minority shareholders in the consolidated subsidiaries of the Company
     are separately disclosed.

                                      F-14
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(c)  FOREIGN CURRENCY TRANSLATION

     The financial statements of our subsidiaries operating outside Brazil in
     stable economic environments are translated using the current exchange
     rate. Financial information of subsidiaries operating in weak currency
     environments has been adjusted for the effects of inflation prior to
     translation. Gains and losses from foreign currency transactions and from
     the translation of the balance sheets are recognized in income.

     In the cases of Malteria Pampa ("Pampa"), Malteria Uruguay S.A. and
     Cerveceria y Malteria Paysandu S.A. ("Cympay"), as their prices and cash
     flows are primary based on the US dollar, this currency is considered to be
     the currency of their economic environment. The following translation
     methodology was applied for these companies which adopt the US dollar as
     the functional currency: (i) inventories, property, plant and equipment,
     accumulated depreciation and shareholders' equity accounts were remeasured
     into US dollars at historical exchange rates and translated into REAIS at
     current rates; (ii) monetary assets and liabilities were translated at
     current rates; (iii) depreciation was determined based on the US dollar
     value of the assets, (iv) other income accounts were converted at the
     average exchange rates in the period; and (v) translation gains and losses
     are included in the Company's income for the period.

(d)  CASH AND CASH EQUIVALENTS

     Cash equivalents consist primarily of time deposits and government
     securities held through private mutual funds denominated in Brazilian
     REAIS, having a ready market and an original maturity of 90 days or less,
     or which have insignificant early withdrawal penalty clauses. We also
     invest in money market instruments and private mutual funds denominated in
     U.S. dollars through our off-shore subsidiaries.

(e)  TRADING SECURITIES

     We buy and sell debt and equity securities with the objective of selling in
     the short term. These securities are measured at fair market value at the
     balance sheet dates and unrealized gains/losses are included in financial
     income/expense. The securities primarily comprise fixed-term investments
     and Brazilian Government bonds held through private funds.

                                      F-15
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(f)  TRADE ACCOUNTS RECEIVABLE

     Accounts receivable are stated at cost. Allowances are provided, when
     necessary, in an amount considered by management to be sufficient to meet
     probable future losses related to uncollectible accounts.

(g)  INVENTORIES

     Inventories are stated at the average cost of purchases or production,
     adjusted by a provision for reduction to realizable (market) values when
     necessary.

(h)  PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment are stated at cost, indexed for inflation
     through December 31, 1995 and depreciated using the straight-line method
     over their estimated useful lives (Note 11).

     As from 1996, pursuant to CVM Instruction No. 193, "Capitalized Interest on
     Financing of Construction in Process", the Company started capitalizing, as
     part of property, plant and equipment, interest costs incurred when an
     asset is under construction until such time as the asset is placed in
     service. Interest capitalized is limited to interest expense on loans
     raised to finance construction-in-progress. Interest on construction-period
     borrowings denominated in foreign currencies is capitalized using
     contractual interest rates. Expenditures for maintenance and repairs are
     charged to expense when incurred. Certain costs incurred in connection with
     developing or obtaining internal-use software are capitalized, and certain
     other costs are expensed.

     Management reviews long-lived assets, primarily buildings and equipment to
     be held and used in the business, for the purpose of determining and
     measuring impairment on a recurring basis or when events or changes in
     circumstances indicate that the carrying value of an asset or group of
     assets may not be recoverable through operating activities. Write-down of
     the carrying value of assets or groups of assets is made if and when
     appropriate.

     Returnable bottles are classified as property, plant and equipment and are
     depreciated normally and written-off when breakage occurs. We maintain a
     small amount of bottles for sale to distributors to replace bottles broken
     in the distribution network. These bottles are recorded in inventory and
     are not used during our day-to-day operations. They are not subject to
     depreciation.

                                      F-16
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     Assets held for sale include land and buildings and are reported at the
     lower of their carrying amounts or their fair values less cost to sell.

(i)  DEFERRED CHARGES

     The Company defers certain charges relate primarily to (i) acquisition and
     implementation of software; (ii) payments made to former distributors and
     (iii) pre-operating expenses incurred in the construction or expansion of a
     new facility until the facility begins operations. Deferred charges are
     amortized over a period of five to ten years.

(j)  BUSINESS COMBINATIONS

     The purchase accounting method is based on book values. Goodwill or
     negative goodwill recorded on the acquisition of a company is computed as
     the difference between the cost of acquisition and the underlying book
     value (usually the tax basis) of the investment acquired. In the case of
     the Brahma and Antarctica merger, which was effected at book value,
     adjustments made to the book value of the Antarctica net assets at the time
     of the merger resulted in the allocation of certain assets to goodwill,
     which is being amortized over the period expected to be benefited (Note
     10). Goodwill is allocated between the write-up of tangible assets at
     market value and estimated future profitability; each component is
     amortized using the straight-line method, respectively, over the remaining
     lives of the tangible assets or the period of the projected profitability,
     generally ten years. Negative goodwill is only amortized upon realization
     of the related asset through sale or disposal. Generally, goodwill is not
     tax deductible until the assets are sold or measures are taken to
     restructure the assets.

(k)  PENSION AND OTHER POST-RETIREMENT BENEFITS

     The Brazilian Institute of Independent Auditors of Brazil ("IBRACON")
     issued NPC Standard No. 26, "Accounting for Employee Benefits," which was
     later approved by CVM Instruction No. 371 in December 2000. The Standard
     requires the recognition of net actuarial obligations relative to benefits
     payable to retired employees. Although transitional measures were put in
     place at December 31, 2001, NPC Standard No. 26 only becomes fully
     effective for the year ending December 31, 2002. The Company elected to
     record the net effect (transitional obligation or net asset) arising from
     the prepaid pension cost (asset) and post-retirement benefits (liability)
     as a direct charge to shareholders' equity as of December 31, 2001
     (Note 16).

                                      F-17
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     The cash contributions made by the Company to the pension and employee
     welfare foundations (Note 16) prior to December 31, 2001 were determined by
     independent actuaries and treated as operating expenses, although the
     actuarial obligation was not accrued.

(l)  COMPENSATED ABSENCES

     The liability for future compensation for employee vacations is fully
     accrued as earned.

(m)  DEFERRED INCOME TAXES

     Brazilian taxes on income consist of federal income and social contribution
     taxes, the latter being a federally mandated tax based on income. There are
     no taxes levied by state or local authorities on income in Brazil. The
     Company is subject to taxes from its operations in foreign jurisdictions.

     All tax effects of net operating loss carryforwards expected to be
     recovered through offset are recorded as deferred tax assets. In the event
     realization of deferred tax assets is not considered probable, no such
     assets are recorded.

     A deferred tax liability arises in the case of an excess of net assets
     shown for financial reporting purposes determined in accordance with
     accounting principles prescribed by Corporate law over the tax basis of
     these net assets.

     Current and non-current deferred tax assets and liabilities are presented
     separately.

(n)  STOCK OWNERSHIP PLAN AND ADVANCES TO EMPLOYEES FOR PURCHASE OF SHARES

     AmBev operates a stock ownership plan. As the options are exercised, the
     purchase consideration paid by the employees is recorded as an increase in
     capital stock. Stock options granted to employees or directors under stock
     ownership plans do not generate a charge to income.

     The Company may finance the purchase of shares in accordance with the stock
     ownership plan and records this advance as an asset. These financing
     arrangements are normally for periods not exceeding four years and accrue
     interest of 8% per year over a designated general price index; both
     elements are recognized as financial income.

                                      F-18
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(o)  WARRANTS AND STOCK OPTIONS PREMIUMS

     The net premiums received on the placement of options and warrants are
     recognized in a capital reserve in shareholders' equity upon receipt.

(p)  TREASURY SHARES

     We acquire our own shares to be held in treasury as a temporary investment
     and record them using the cost method, as a deduction from shareholders'
     equity. As authorized by the CONSELHO DE ADMINISTRACAO ("Board of
     Directors"), we have repurchased preferred shares, which are expected to be
     cancelled.

     Cancellations of treasury shares are recorded as a reduction of treasury
     against revenue reserves.

(q)  INTEREST ATTRIBUTED TO SHAREHOLDERS' EQUITY

     Brazilian corporations are permitted to deduct, for tax purposes, interest
     attributed to shareholders' equity, which is paid in the form of a
     dividend. For financial reporting purposes, interest attributed to
     shareholders' equity is recorded as a deduction from unappropriated
     retained earnings. As required by law, we pay the related withholding tax
     on behalf of our shareholders (Note 15(f)).

(r)  REVENUES AND EXPENSES

     Sales revenues and related cost of sales are recognized in income when
     products are delivered to customers. No reserve for expected returns is
     recorded, as such amounts are insignificant. Other expenses and costs are
     recognized on the accrual basis.

     Selling and marketing expenses include costs of advertising and other
     marketing activities. Advertising and marketing costs are not deferred at
     year-end and are charged to expense ratably in relation to sales over the
     year in which they are incurred. Advertising expenses (including
     promotional materials) were R$ 375,843, R$ 275,946 and R$ 220,382, for the
     years ended December 31, 2001, 2000, and 1999, respectively.

                                      F-19
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     In addition to our third-party distribution networks, we operate a direct
     distribution system which distributes our products directly to points of
     sale. Direct distribution expenses include product delivery charges and the
     cost of sales and delivery personnel required to distribute our products.

     Expenditures relating to ongoing environmental programs are charged to
     income as incurred. Ongoing programs are designed to minimize the
     environmental impact of our operations and to manage any potential
     environmental risks of our activities. Provisions with respect to such
     costs are recorded at the time the obligation is considered to be probable
     and reasonably estimable.

(s)  PAYROLL, PROFIT SHARING AND RELATED CHARGES

     Our by-laws provide for the distribution to employees of up to 10% of
     consolidated net income, determined in accordance with the Corporate law.
     Executive officers are entitled to profit sharing in an amount not to
     exceed their annual remuneration or a pro rata share of 5% of net income of
     the Company, whichever is lower. The distribution of bonuses is subject to
     a 3 tier system in with the company must achieve first its efficiency
     targets as approved by our board of Directors and following to that the
     business units must achieve their targets and finally individual
     performance is ranked and only 50% on the top are eligible to receive
     bonuses. The year-end provision is an estimate made by our management as
     the final determination of the amount payable is not available at the date
     of preparation of the financial statements. Amounts paid with respect to
     the program may differ from the liability accrued.

(t)  EARNINGS PER SHARE

     Earnings per share were calculated based on the number of shares
     outstanding at the end of each year, net of treasury shares.

(u)  USE OF ESTIMATES

     The preparation of consolidated financial statements requires management to
     make estimates and assumptions relating to the reporting of assets and
     liabilities and the disclosure of contingent assets and liabilities at the
     date of the financial statements, and the reported amounts of revenues and
     expenses during the period reported. Actual results could differ from those
     estimates.

                                      F-20
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(v)  FINANCIAL INSTRUMENTS AND DERIVATIVES

     The Company enters into currency, interest rate and commodity derivatives
     comprised of swaps, forward and future contracts to mitigate the effects of
     exchange rate variations on its consolidated exposure to variations in
     foreign currencies, interest rates and prices of commodities and raw
     materials, especially aluminum.

     We monitor and evaluate our derivative positions on a regular basis and
     adjust our strategy in response to market conditions. We also periodically
     review the credit limits and creditworthiness of our counter-parties in
     these transactions. In view of the policies and practices established for
     derivatives, management considers the occurrence of non-measurable risk
     situations as unlikely.

     The book value of the Company's financial instruments reflect their market
     prices, obtained through the specific market quotations or the calculation
     of their present value, taking into account market interest rates for
     instruments of similar periods and risk. Any changes in the fair value of
     those instruments are recognized as incurred through financial income and
     financial expense.

(w)  TAX INCENTIVES

     Certain states in Brazil provide indirect tax incentives in the form of
     deferrable tax payments and partial or complete tax abatements for periods
     ranging from one to 20 years to promote investments in their regions, as
     explained in Note13. The recognition of these benefits occurs only when the
     gain is assured and all conditions have been met and is recognized against
     other operating income (when generated by consolidated subsidiaries) (Note
     4) or through a credit to the capital reserve in the shareholders' equity
     (when generated by the parent company). The benefits granted are not
     subject to clawback provisions in the event we do not meet the program
     target; however, future benefits may be withdrawn.

                                      F-21
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

3    FINANCIAL INCOME AND EXPENSE

<Table>
<Caption>
                                                                         2001           2000            1999
                                                                  -----------   ------------   -------------

                                                                                 (SUCCESSOR)   (PREDECESSOR)
                                                                  --------------------------   -------------
     <S>                                                             <C>            <C>             <C>
     FINANCIAL INCOME
         Financial income on cash equivalents                         156,418        207,293         207,879
         Foreign exchange rate variation on investments               100,182         76,351          60,287
         Interest charges on asset balances                             7,065          4,290           4,022
         Interest on taxes, contributions and deposits in court        47,282         16,079
         Results of derivative instruments                                            14,079         373,230
         Other                                                         47,429         55,889          29,700
                                                                  -----------   ------------   -------------

                                                                      358,376        373,981         675,118
                                                                  -----------   ------------   -------------

     FINANCIAL EXPENSES
         Results of derivative instruments                           (193,965)       (76,956)       (111,685)
         Foreign exchange rate variation on loans                    (188,508)      (126,999)       (401,815)
         Interest on loans                                           (263,742)      (325,937)       (151,492)
         Tax on financial transactions                                (99,485)       (68,407)        (24,527)
         Interest on contingencies and other                          (69,595)       (50,049)        (18,688)
         Other                                                        (46,196)       (49,622)        (96,219)
                                                                  -----------   ------------   -------------

                                                                     (861,491)      (697,970)       (804,426)
                                                                  -----------   ------------   -------------
</Table>

4    OTHER OPERATING INCOME, NET

<Table>
<Caption>
                                                                         2001           2000            1999
                                                                  -----------   ------------   -------------

                                                                                 (SUCCESSOR)   (PREDECESSOR)
                                                                  --------------------------   -------------
<S>                                                                   <C>            <C>              <C>
     Foreign exchange gain on subsidiaries abroad, net (Note 2(c))     35,000         12,557          57,265
     Gain on tax incentives programs at subsidiaries                   95,983         92,851
     Goodwill amortization                                            (94,151)       (86,971)         (2,810)
     Other                                                             10,393        (14,520)         11,852
                                                                  -----------   ------------   -------------

                                                                       47,225          3,917          66,307
                                                                  ===========   ============   =============
</Table>

                                      F-22
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

5    OTHER NON OPERATING INCOME, NET

<Table>
<Caption>
                                                                             2001           2000            1999
                                                                      -----------   ------------   -------------

                                                                                     (SUCCESSOR)   (PREDECESSOR)
                                                                      --------------------------   -------------
      <S>                                                               <C>               <C>            <C>
      Recovery and reversal of taxes and contributions (i)              105,006            5,107          37,594
      Gain (loss) on disposal of property, plant and equipment
       and divestments, net                                               1,497           40,050         (45,265)
      Gain arising from IBANN transaction (Note 15(a)(i))                18,269
      Other                                                             (17,440)          12,629         (12,205)
                                                                      -----------   ------------   -------------

                                                                        107,332           57,786         (19,876)
                                                                      ===========   ============   =============
</Table>

(i)  Relates primarily to a claim for tax overpayment (Tax on Net Income - ILL)
     paid in previous years which has since been declared unconstitutional.

6    INCOME TAXES

(a)  TAX RATES

     Income taxes in Brazil comprise federal income tax and social contribution
     (which is an additional federal income tax). The statutory rates applicable
     for federal income tax and social contribution are presented as follows:

<Table>
<Caption>
                                              2001                 2000                 1999
                                    --------------    -----------------   ------------------
     <S>                                        <C>            <C>                  <C>
     Federal income tax rate                    25%                  25%                  25%
     Social contribution (*)                     9%             9 to 12%             8 to 12%
                                    --------------    -----------------   ------------------

     Composite tax rate                         34%            34 to 37%            33 to 37%
                                    ==============    =================   ==================
</Table>

     (*)  Pursuant to a Provisional Measure, the social contribution rate was
          increased to 12% for the period May 1, 1999 to January 31, 2000 and
          was reduced to 9% for the period February 1, 2000 to December 31,
          2002. The social contribution rate will return to the base rate of 8%
          again effective January 1, 2003.

                                      F-23
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(b)  INCOME TAX RECONCILIATION

<Table>
<Caption>
                                                                                 2001            2000             1999
                                                                       --------------  --------------  ---------------

                                                                          (Successor)     (Successor)    (Predecessor)
                                                                       --------------  --------------  ---------------
     <S>                                                                     <C>             <C>              <C>
     Income before income taxes, statutory distributions and
         contributions and minority interest                                  993,325         384,374          330,557

     Profit sharing and contributions                                        (157,075)        (53,718)         (39,866)
                                                                       --------------  --------------  ---------------

     Income before taxes on income                                            836,250         330,656          290,691
                                                                       ==============  ==============  ===============

     Tax expense at statutory rates - 34% (2000 - 34%, 1999 - 37%)           (284,325)       (112,423)        (107,556)

     Adjustments to derive effective benefit (expense):
         Tax restructuring (1)                                                                162,673
         Foreign earnings not subject to tax (2)                              151,472         267,611
         Adjustment of social contribution on income of foreign
            subsidiaries                                                                                        61,084
         Benefit from deductibility of interest attributed
            to shareholders' equity                                            96,767          61,206           65,922
         Non-taxable gains from tax incentives
            in subsidiaries (3)                                                32,634          31,569
         Valuation allowance against losses in certain subsidiaries                                            (56,877)
         Re-filing of prior years tax returns (4)                                                               49,078
         Non taxable gains on restructuring                                   (41,053)
         Other permanent differences                                           (7,469)         (5,223)           5,934
                                                                       --------------  --------------  ---------------

     Tax benefit (expense) per statement of operations                        (51,974)        405,413           17,585
                                                                       ==============  ==============  ===============
</Table>

     (1)  We restructured our operating companies, optimizing our tax position
          and allowing the release of valuation allowances from both the Brahma
          and Antarctica subsidiaries upon their merger into CBB in April 2001.

     (2)  Following implementation of a tax restructuring plan in October 2000,
          we reversed the deferred tax liability on the earnings generated by
          off-shore companies. Based on the advice of external counsel, we
          concluded that these earnings are only taxable on remittance to
          Brazil. At that time, we did not intend to remit these earnings to
          Brazil in the foreseeable future, and instead took the position that
          we would be able to plan effectively for their eventual remittance
          without incurring a respective tax liability when such remittance
          became foreseeable. The Brazilian fiscal authorities introduced new
          legislation in the third quarter of 2001 to subject offshore earnings
          to income tax in Brazil from December 31, 2002, regardless of whether
          earnings have been remitted to Brazil, and to restrict tax planning
          measures that had been available to companies in Brazil, and that we
          have made use of in the past. We are confident that prudent, feasible
          and cost-effective tax planning strategies will ensure that no tax
          will be payable upon repatriation or distribution from off-shore
          earnings.

                                      F-24
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     (3)  AmBev has entered into various ICMS tax incentive programs which have
          resulted in non-taxable gains. These tax incentives are mainly in the
          states of Rio de Janeiro, Rio Grande do Sul and in the Northeastern
          states of Brazil.

     (4)  A review performed by external tax consultants identified additional
          tax losses. Due to a change in tax legislation in 1993, an interest
          charge on a loan to a subsidiary was deemed to be tax deductible.

     The major components of the deferred tax asset and liability accounts are
     as follows:

<Table>
<Caption>
                                                                       2001           2000
                                                                -----------   ------------
     <S>                                                          <C>              <C>
     DEFERRED INCOME TAX ASSETS
       Tax loss carryforwards, net                                  765,065        607,439
       Temporary differences
         Accrued liability for contingencies                        277,266        334,514
         Employees' profit sharing                                   16,625         18,199
         Allowance for doubtful accounts                             25,463         21,103
         Other                                                       75,855         14,833
                                                                -----------   ------------

                                                                  1,160,274        996,088
                                                                ===========   ============

     DEFERRED INCOME TAX LIABILITIES
       Temporary differences
         Accelerated depreciation                                    28,833         27,802
         Equity in the earnings of foreign subsidiaries                              2,075
         Unrealized gains from certain offshore operations                          23,325
         Other                                                        2,746
                                                                -----------   ------------

                                                                     31,579         53,202
                                                                ===========   ============
</Table>

(c)  NET OPERATING LOSS CARRYFORWARDS

     Net deferred income tax assets include Brazilian net operating losses,
     which have no expiration dates, available for offset against future taxable
     income. Brazilian carryforward losses are available to offset up to 30% of
     annual income before tax in any year. Tax losses are not inflation-indexed.
     Net operating loss carryforwards arising from our operations in Argentina
     and Venezuela have not been recognized as assets as recovery is uncertain
     The change in the deferred tax asset (including off-book assets) arising
     from Brazilian net operating loss carryforwards is as follows:

                                      F-25
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
<Caption>
                                                                          2001          2000
                                                                   -----------  ------------
     <S>                                                               <C>           <C>
     At beginning of year                                              607,439       303,454
         Current net operating losses                                  171,012       336,055
         Net operating losses utilized to settle taxes                 (13,386)      (32,070)
                                                                   -----------  ------------

     At end of year                                                    765,065       607,439
                                                                   ===========  ============

     Analysis of balance:
         Brazilian entities                                            758,273       600,899
         Foreign jurisdictions                                           6,792         6,540
                                                                   -----------  ------------

     At end of year                                                    765,065       607,439
                                                                   ===========  ============
</Table>

     The foreign tax losses available for offset at December 31, 2001 expire as
     follows:

<Table>
<Caption>
                                                              TAX LOSS   POTENTIAL DEFERRED
     COUNTRY                      EXPIRY DATE            CARRYFORWARDS           TAX EFFECT
     --------------------------   ----------------   -----------------   ------------------
     <S>                          <C>                         <C>                    <C>
     Argentina (off-book)         By December 2002             43,976                10,994
                                  By December 2005             28,819                 7,205
     Venezuela (off-book)         By December 2002             14,152                 3,539
                                  By December 2004             13,642                 3,409
     Uruguay                      By December 2003             19,422                 4,854
                                  By December 2006              7,745                 1,938
                                                     ----------------    ------------------

                                                              127,757                31,939
                                                     ================    ==================
</Table>

                                      F-26
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     We acquired Pepsi-Cola Engarrafadora Ltda. ("Pepsi") in October 1997 as
     part of our franchise agreement with PepsiCo International Inc.
     ("PepsiCo"). At the date of purchase, Pepsi and its affiliate had net
     operating tax losses available for offset. Pursuant to the purchase
     agreement, in the event we use such tax loss carryforwards within a
     five-year period from the date of purchase in October 1997, we will be
     required to reimburse 80% of these amounts to the seller. This potential
     tax asset, in addition to further losses incurred in the Pepsi business,
     was not recognized as we were not confident that realization of this asset
     was probable. Following a major corporate restructuring in order to utilize
     these credits, as 20% of the losses were not subject to the provisions of
     the purchase agreement, we recorded 20% of this asset (amounting to a
     benefit of R$ 62,604) at December 31, 1997, as recoverability was deemed to
     be probable. Assets considered as contingent (80% of original amount)
     correspond to a potential tax benefit of R$ 250,413 at December 31, 2001.

7    TRADE ACCOUNTS RECEIVABLE

     Trade accounts receivable relate primarily to sales to domestic customers.
     Credit risk is minimized by the large customer base and control procedures
     by which we monitor the creditworthiness of customers. Changes in the
     allowance for doubtful accounts are as follows:

<Table>
<Caption>
                                                     2001           2000            1999
                                              -----------   ------------  --------------

                                                             (Successor)   (Predecessor)
                                              --------------------------   -------------
     <S>                                          <C>            <C>             <C>
     At beginning of year                         109,040         66,955          29,548
       New allowances                              41,931        133,613          34,300
       Recoveries, net of write-offs              (19,403)       (91,528)        (35,249)
                                              -----------   ------------   -------------

     At end of year                               131,568        109,040          28,599
                                              ===========   ============   =============
</Table>

                                      F-27
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

8    INVENTORIES

<Table>
<Caption>
                                                 2001         2000
                                          -----------   ----------
     <S>                                      <C>          <C>
     Finished products                        158,681      122,817
     Work in process                           50,085       44,022
     Raw materials                            379,043      254,139
     Production materials                     109,939       68,873
     Bottles and crates                        26,506       13,600
     Maintenance materials and others          82,425       87,671
                                          -----------   ----------

                                              806,679      591,122
                                          ===========   ==========
</Table>

                                      F-28
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

9    INVESTMENTS - SIGNIFICANT DIRECT AND INDIRECT SUBSIDIARIES

<Table>
<Caption>
                                                                                                              SHAREHOLDERS' EQUITY)
                                                           PERCENTAGE INTEREST (TOTAL SHARES)               (UNSECURED LIABILITIES
                                                          -------------------------------------------------------------------------

FULLY CONSOLIDATED                                              2001         2000        1999        2001         2000        1999
-------------------------------------------------------   ----------   ----------   ---------   ---------   ----------   ---------
<S>                                                           <C>          <C>         <C>      <C>          <C>         <C>
Brahma                                                                     100.00                            2,545,624
BSA Bebidas Ltda. (formerly Miller Brewing do Brasil
  Ltda.)                                                      100.00        50.00       50.00      11,669      (15,940)    (13,272)
C.A. Cervecera Nacional                                        50.20        50.20                  73,447       66,494
CBB (formerly Antarctica)                                      99.70       100.00               2,396,755      245,969
Companhia Cervejaria Brahma Argentina  ("CCBA")                70.00        70.00                  74,215      106,888
Companhia Cervejaria Brahma Paraguay  ("CCBP")                100.00       100.00       99.90      35,146        2,733       1,107
CRBS S.A. (CRBS)                                               99.80        99.80       94.76     427,312      645,212     562,928
Cerveceria y Malteria Paysandu S.A ("Cympay")                  95.40                               23,059
Eagle Distribuidora de Bebidas S.A ("Eagle")                  100.00       100.00       99.94   1,290,831      502,172     206,163
Hohneck                                                       100.00       100.00      100.00    (147,570)    (119,518)    (73,828)
Industria de Bebidas Antarctica do Sudeste S.A. ("IBA
  Sudeste")                                                    98.80        98.80                 358,115      368,637
Industria de Bebidas Antarctica Norte-Nordeste
  ("IBANN")                                                                 61.80                              887,569
Jalua S.A.                                                    100.00       100.00       41.26   2,524,445    2,024,346   1,681,266
Malteria Pampa S.A. ("Malteria Pampa")                        100.00       100.00       60.00      91,718       70,732      54,770
Monthiers                                                     100.00                            2,399,806
Pilcomayo Participacoes S.A ("Pilcomayo")                     100.00                              (42,643)
Pepsi                                                         100.00       100.00       99.28      61,363      182,053      97,769
Industria de Bebidas Antarctica Polar S.A ("Polar")            15.10        15.10                 335,319      317,573

PROPORTIONALLY CONSOLIDATED COMPANIES
-------------------------------------------------------

Agrega                                                         50.00                                  817
Cervejaria Astra S.A. ("Astra")                                65.50        43.20       43.20     100,853      117,257          88
Miranda Correa                                                 60.76        60.76       60.76      (7,975)     (11,534)     (9,322)
Pilcomayo                                                                   50.00       50.00                  (39,014)    (57,003)

<Caption>
                                                                               NET INCOME (LOSS)
                                                          --------------------------------------

FULLY CONSOLIDATED                                                2001          2000        1999
-------------------------------------------------------   ------------   -----------   ---------
<S>                                                           <C>           <C>         <C>
Brahma                                                                       967,243
BSA Bebidas Ltda. (formerly Miller Brewing do Brasil
  Ltda.)                                                         9,444        (1,334)     (4,525)
C.A. Cervecera Nacional                                         (3,657)      (11,306)
CBB (formerly Antarctica)                                      615,868       (93,847)
Companhia Cervejaria Brahma Argentina  ("CCBA")                (21,682)       (4,608)
Companhia Cervejaria Brahma Paraguay  ("CCBP")                   1,148         1,538         631
CRBS S.A. (CRBS)                                               (57,113)       99,351      67,435
Cerveceria y Malteria Paysandu S.A ("Cympay")                     (176)
Eagle Distribuidora de Bebidas S.A ("Eagle")                   441,658       294,505      (6,695)
Hohneck                                                        (28,052)      (45,690)    (73,828)
Industria de Bebidas Antarctica do Sudeste S.A. ("IBA
  Sudeste")                                                      2,634      (145,749)
Industria de Bebidas Antarctica Norte-Nordeste
  ("IBANN")                                                     20,332        16,374
Jalua S.A.                                                     500,036       343,080     545,724
Malteria Pampa S.A. ("Malteria Pampa")                           7,866        11,289     (15,916)
Monthiers                                                     (333,857)
Pilcomayo Participacoes S.A ("Pilcomayo")                       26,957
Pepsi                                                            1,534        83,336    (101,010)
Industria de Bebidas Antarctica Polar S.A ("Polar")             47,657         7,960

PROPORTIONALLY CONSOLIDATED COMPANIES
-------------------------------------------------------

Agrega                                                          (1,883)
Cervejaria Astra S.A. ("Astra")                                 16,054        20,822       7,320
Miranda Correa                                                    (967)       (1,344)     (9,339)
Pilcomayo                                                                      8,994     (20,545)
</Table>

The prorated balances of these proportionally consolidated companies were: total
assets - R$ 178,551 at December 31, 2001 (2000 - R$ 161,397); working capital -
R$ 58,942 (2000-negative working capital of R$ 5,017) and cash and cash
equivalents of R$ 96,524 (2000- R$ 29,489). The prorated net revenues from these
investees included in the consolidated financial statements totalled R$ 13,204
(2000 - R$ 79,337).

                                      F-29
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

10   GOODWILL AND NEGATIVE GOODWILL

<Table>
<Caption>
                                                                       2001              2000
                                                             --------------   ---------------
     <S>                                                          <C>                <C>
     GOODWILL
       Antarctica                                                   847,339           847,339
       Pilcomayo                                                     50,813
       Cympay                                                        34,177
       Astra                                                         28,940
       Malteria Pampa                                                28,101            28,101
       Salus                                                         19,001            21,117
                                                             --------------   ---------------

                                                                  1,008,371           896,557
     Accumulated amortization                                      (226,008)         (131,857)
                                                             --------------   ---------------

     Total goodwill, net                                            782,363           764,700
                                                             --------------   ---------------

     NEGATIVE GOODWILL
       Brahma minority conversion (roll-up)                        (149,946)         (149,946)
       Polar                                                        (14,843)
                                                             --------------   ---------------

     Total negative goodwill                                       (164,789)         (149,946)
                                                             --------------   ---------------

     GOODWILL, NET                                                  617,574           614,754
                                                             ==============   ===============
</Table>

     Changes in the goodwill and negative goodwill, net are as follows:

<Table>
<Caption>
                                                                     2001              2000
                                                           --------------   ---------------
       <S>                                                        <C>              <C>
       At beginning of year, net                                  614,754           798,772
          Goodwill on new acquisitions                            113,930            52,899
          Negative goodwill on new acquisitions                   (14,843)         (149,946)
          Adjustment of goodwill from Salus                        (2,116)
          Amortization                                            (94,151)          (86,971)
                                                           --------------   ---------------

       At end of year, net                                        617,574           614,754
                                                           ==============   ===============
</Table>

                                      F-30
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(a)  COMBINATION OF BRAHMA AND ANTARCTICA

     On July 1, 1999, the controlling shareholders of Brahma and the controlling
     shareholders of Antarctica announced a business combination. The
     combination involved the formation of AmBev, a holding company to which the
     controlling shareholders contributed their shares of Brahma and Antarctica.

     The combination of Brahma and Antarctica was accounted for as a merger,
     whereby the controlling shareholders of Brahma and Antarctica each
     contributed their shares to Aditus Participacoes S.A. (a dormant company
     with no significant assets which later changed its name to AmBev) at the
     Brazilian Corporate law book values of their corresponding net assets.
     Goodwill can arise on a merger in the event adjustments are made to
     harmonize accounting policies or the net carrying value of the assets and
     liabilities. The goodwill on the combination represented such adjustments
     recorded in Antarctica, which were further complemented by `hindsight'
     adjustments in the first semester of 2000. The adjustments which generated
     the goodwill, net of the tax effects and of the minority shareholdings in
     Antarctica's subsidiaries, are summarized as follows:

<Table>
     <S>                                                                                      <C>
     Net equity of Antarctica at July 1, 1999, per Corporate Law books                        1,402,438
                                                                                          -------------

         Reversal of the deferral of the exchange losses arising from the
           devaluation of the REAL during the first quarter of 1999                            (263,415)
         Provision against contingent gains recognized from tax claims                         (177,159)
         Reversal of the revaluation increment, net of taxes                                   (101,816)
         Reversal of deferred restructuring and other expenses                                  (84,134)
         Provision for unrecognized contingencies                                               (39,959)
         Goodwill impairment provision                                                          (39,176)
         Allowance for doubtful receivables and other assets                                    (34,148)
         Equalization of depreciation rates                                                     (22,800)
         Provision for loss on decommissioning of plants                                        (20,100)
         Other adjustments                                                                      (32,850)
                                                                                          -------------

     Net equity of Antarctica per Corporate Law books at July 1, 1999, after
         harmonization adjustments                                                              586,881
                                                                                          =============
</Table>

                                      F-31
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     For purposes of future amortization, the total goodwill at July 1, 1999 of
     R$ 815,557 was attributed to property, plant and equipment in the amount to
     R$ 144,579 (R$ 137,350, net of amortization on December 31, 1999) and the
     balance of R$ 670,978 (R$ 637,464, net of amortization on December 31,
     1999) attributed to generation of future profits. Amounts allocated to
     property, plant and equipment will be amortized over the useful lives of
     the assets and the remaining (goodwill attributed to future profitability)
     will be amortized over 10 years. During 2000, the Company recognized
     hindsight adjustments relating to dividends due to Antarctica shareholders
     for the six-month period prior to the combination on July 1, 1999. This
     adjustment amounted to R$ 31,782, increasing total goodwill from the
     combination to R$ 847,339. During the years ended December 31, 2001 and
     2000, the amortization of the Antarctica goodwill was R$ 84,737 and
     R$ 83,457 and is recorded in Other operating expenses. The net book value
     of goodwill after amortization at December 31, 2001 is R$ 606,620.

     For the purposes of these financial statements, the financial statements of
     the predecessor company, Brahma, have been included as of and for the year
     ended December 31, 1999.

(b)  BRAZILIAN ACQUISITIONS

     During 2001, we acquired 11,328 thousand preferred shares of Astra, a
     Brazilian soft drinks and beer producer, increasing our interest by 22.2%
     to 65.5%, for a total consideration of R$ 57,931, giving rise to goodwill
     of R$28,940.

     In May 2001, we acquired, directly and indirectly (through Pati do Alferes
     Participacoes S.A.), 50.0% of the voting and total capital stock of
     Pilcomayo, increasing our interest to 100%. The consideration paid for this
     tranche was R$ 30,530, and we recognized goodwill of R$50,813.

     In April 2001, the Company acquired at public auction a further 33,728
     thousand shares of the Antarctica subsidiary, Polar, a Brazilian beer and
     soft drink producer. The holding was further increased in a series of
     additional acquisitions from minorities during 2001, which increased
     AmBev's direct and indirect holding to 97.4% of the voting capital and
     96.2% of the total capital of Polar. The total amount paid for these
     interests acquired during 2001 was R$98,392, generating negative goodwill
     of R$14,843.

     In September 2000, Brahma common shareholders approved a merger by which
     all outstanding shares of Brahma not yet exchanged for AmBev shares were
     converted (rolled-up) into shares of the same type and class of AmBev. The
     share of results of operations, which had been up until that time recorded
     as minority interests, were thereafter included within the results of
     AmBev. Although AmBev had agreed to convert at a value equivalent to the
     shareholders' equity held by the minorities in Brahma, negative goodwill
     totaling R$ 149,946 arose as a result of a variation in equity before the
     close of the transaction.

                                      F-32
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(c)  INTERNATIONAL ACQUISITIONS

     In February 2001, we exercised our option to acquire 95.4% of the total and
     voting capital of Cympay, which produces, markets and distributes malt and
     beer in Uruguay, for a total consideration of R$ 56,700 (not including debt
     assumed), generating goodwill of R$ 34,177.

     In October 2000, we acquired a 15.1% stake in the total and voting capital
     of Salus, a brewer in Uruguay. The acquisition of a non-controlling
     interest was made through a joint venture vehicle with the Danone Group. We
     paid total consideration of R$ 22,310, giving rise to goodwill of
     R$ 21,117, which was adjusted on a hindsight basis to R$ 19,001 in 2001.

11   PROPERTY, PLANT AND EQUIPMENT

<Table>
<Caption>
                                                                                                              ANNUAL
                                                                                                        DEPRECIATION
                                                                      2001                  2000           RATES - %
                                                             -------------        --------------      --------------
     <S>                                                        <C>                   <C>                   <C>
     COST
       Land                                                        154,360               189,278
       Buildings                                                 1,887,088             1,686,501                   4
       Machinery and equipment                                   3,655,179             3,618,066            10 to 20
       Vehicles                                                     50,103                55,984                  20
       Equipment with third parties                                601,898               530,492            10 to 20
       Computer systems                                             74,429                76,051                  20
       Other intangible assets                                      62,338                51,188            10 to 20
       Construction in progress                                    227,207               117,042
       Timberlands                                                   2,291                 2,231                   4
                                                             -------------        --------------

                                                                 6,714,893             6,326,833
     ACCUMULATED DEPRECIATION                                   (3,571,258)           (3,122,574)
                                                             -------------        --------------

                                                                 3,143,635             3,204,259
                                                             =============        ==============
</Table>

                                      F-33
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(a)  NON-OPERATING ASSETS

     The Company owns certain plants which are no longer operating, the assets
     of which, net of accumulated depreciation, amount to R$ 220,855 at December
     31, 2001 (2000- R$ 186,401). Part of these assets, amounting to R$ 148,416
     (2000 - R$ 67,508) is accounted for as a long-term asset, less a provision
     for loss on the estimated sale of those assets of R$ 43,892
     (2000 - R$ 41,243).

     Additionally, in 2001 the Company booked a provision for impairment of
     non-operating assets classified as property, plant and equipment of
     R$ 15,842.

(b)  SALE OF THE BAVARIA BRAND

     Under the CADE ruling, we were required to dispose of five plants, one of
     which was owned by our affiliate Miranda Correa. On October 1, 2000 we
     incorporated Bavaria S.A. ("Bavaria") to which we contributed the plants.
     On November 6, 2000, we agreed to sell Bavaria to Molson Inc. ("Molson"), a
     Canadian corporation, pursuant to Distribution and Stock Purchase
     Agreements. These agreements became effective five days after CADE's
     approval of the sale, which was granted on December 20, 2000.

     The purchase consideration was R$ 191,443, which was paid by Molson on
     December 22, 2000. A contingent consideration would be payable by Molson in
     the event the BAVARIA brand had attained specified market share levels, as
     measured by an independent market research firm. A minimum market share of
     6.5%, in addition to intermediary targets, must be attained by 2005 to
     assure receipt of the full contingent price of R$ 224,652, which we have
     not recorded in the financial statements.

                                      F-34
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

12   LOANS AND FINANCINGS

<Table>
<Caption>
                                                   INDEX/                   ANNUAL
     DESCRIPTION                                   CURRENCY(*)      INTEREST RATE%           2001             2000
     ---------------------------                   ------------    ---------------   ------------     ------------
     <S>                                           <C>                  <C>            <C>              <C>
     BRAZILIAN REAIS
      BNDES expansion loan                            TJLP               3.0%             597,327          640,865
      ICMS tax incentives                            various             2.5%             260,339          180,571
      Acquisition of equipment                        TJLP               2.8%             155,158          177,312
      Raw materials                                                      8.8%              19,494
      Others                                                                                9,637           19,878

     U.S. DOLLAR - DENOMINATED
      Raw materials                                 US dollar            5.7%           1,178,452          634,606
      Working capital
        Bond issuance                               US dollar           10.5%           1,164,579
        Syndicated loan                            Yen/ LIBOR            2.4%             694,726
        Other                                       US dollar            8.0%             294,788          390,497
      Acquisition of equipment                      US dollar            9.0%             194,842          149,179
                                                                                     ------------     ------------

                                                                                        4,569,342        2,192,908
     Less current portion
       (including short term debt)                                                     (1,719,989)      (1,265,334)
                                                                                     ------------     ------------

     Long-term portion                                                                  2,849,353          927,574
                                                                                     ============     ============
</Table>

     (*) BNDES    Brazilian Economic and Social Development Bank.
         TJLP     Long-term interest rate fixed by government on quarterly
                  basis: 2001 - 10.0%; 2000 - 9.7%.
         LIBOR    London Interbank Rate six-month benchmark annual rate:
                  2001- 19.8%; 2000-6.1%.

                                      F-35
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(a)  PRINCIPAL LOAN CONTRACTS AND PROGRAMS

     (i)    BNDES

     In July 1997, we entered into a line of credit agreement with BNDES to
     finance our capital expenditures program to expand and modernize our
     industrial facilities and acquire machinery and equipment. The line of
     credit is payable in monthly installments with final maturity in July 2005.
     The original line of credit has been fully drawn down.

     In May 2001 we consummated a further line of credit agreement with BNDES
     totaling R$ 216,482 of which R$ 168,231 was received in 2001; the balance
     will be drawn down in 2002. The line of credit becomes payable after one
     year in monthly installments with final maturity in December 2008.

     (ii)   ICMS tax incentive programs

     The loans relate to programs offered by certain States through which a
     percentage of the monthly ICMS due is financed by the State's financial
     agent, generally over five years as from the tax due date (Note 13).

     (iii)  Issuance of bonds

     In December 2001, CBB issued US$ 500,000,000 10.5% Notes due 2011
     ("Notes"), with a full and unconditional guarantee offered by AmBev. The
     bond was issued at a price equivalent to 98.56% of the nominal principal
     amount, with an interest rate of 12.3% (including 15% of witholding tax)
     per annum, payable every six-months, final maturity in December 2011.

     We are obligated to consummate an exchange offer registered with the US
     Securities and Exchange Commission ("SEC") to cause the Notes to generally
     become freely transferable, no later than December 15, 2002. Should this
     requirement not be met, then the annual interest rate on the Notes will
     increase 0.5% above the initial note rate, until the exchange offer is
     consummated. These Notes contain certain covenants and events of default
     which, if triggered, cause accelerated amortization.

                                      F-36
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     (iv)   Syndicated loan

     On August 1, 2001, we raised the equivalent on that date of R$ 315,000,000
     through a Japanese Yen-denominated syndicated loan. The loan has a
     three-year maturity and an interest rate of Yen LIBOR plus 2.4% per annum.
     We have contracted cross-currency and interest rate swaps and forward
     contracts to mitigate our currency and interest rate risks, swapping the
     currency to the U.S. dollar and fixing our interest rate at LIBOR at 5.7%
     per annum. This exposure was simultaneously swapped to REAIS at a floating
     rate of interest consistent with our treasury policies.

     This loan is jointly guaranteed by AmBev and subsidiaries and is subject to
     indebtedness and liquidity ratios.

     (v)    Raw materials

     Raw material import finance terms are normally for payment in a single
     installment on the 360th day, and are primarily to finance importations of
     malt and hops. The buyer credit financings are mostly obtained through
     international financial institutions.

(b)  COLLATERAL

     Loans and funding obtained from IFC and BNDES for expansion, construction
     of plants and purchase of equipment are covered by mortgages on land and
     buildings and liens on equipment. Certain loans for the purchase of raw
     materials and the bonds are jointly guaranteed by the Company and its
     subsidiaries. Promissory notes are provided for most raw material
     financing. The loans from the Brazilian Governmental Program Funds for
     Financing the Acquisition of Industrial Machinery and Equipment (FINAME),
     which are principally long-term, are secured by liens on equipment and
     machinery in the amount of R$ 159,010. The loans from the BNDES and IFC are
     secured by mortgages on certain of the plants of Brahma and CCBA S.A. in
     the amount of R$ 660,915. The short-term financing of the raw materials,
     principally malt, is supported by promissory notes.

                                      F-37
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(c)  MATURITIES

     At December 31, 2001, the Company's long-term loans, by maturity year, are
     the following:

<Table>
     <S>                                                                          <C>
     2003                                                                           420,914
     2004                                                                           915,001
     2005                                                                           114,694
     2006                                                                            39,936
     Subsequent years through 2012                                                1,358,808
                                                                                -----------

     Total                                                                        2,849,353
                                                                                ===========
</Table>

13   SALES TAX DEFERRALS AND OTHER TAX CREDITS

     We currently participate in programs whereby a percentage of payments of
     value added taxes ("ICMS"), due from sales generated by specific production
     facilities, are deferrable for periods of generally five years from their
     original due date. Percentages deferrable usually range from 100% to 40%
     over the life of the program. Amounts deferrable under these programs are
     unlimited, except in certain states with which we have special agreements.
     Balances deferred generally accrue interest and are only partially
     inflation-indexed, with such adjustment being linked, in the majority of
     cases, from between 60% to 80% of a local general price index. The amount
     deferred at December 31, 2001 includes R$ 399,480 which will become payable
     through 2004 and R$ 347,328 thereafter.

<Table>
<Caption>
     DESCRIPTION                                                       2001             2000
     -------------------------------------------               ------------     ------------
     <S>                                                            <C>              <C>
     Short and long term balances
       Loans (Note 12)                                              260,339          180,571
       Sales taxes deferrals                                        486,469          470,010
                                                               ------------     ------------

                                                                    746,808          650,581
                                                               ============     ============
</Table>

                                      F-38
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

14   FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a)  CONCENTRATION OF CREDIT RISK

     Our sales are to distributors and directly to customers. Credit risk is
     minimized by the large customer base and ongoing control procedures, which
     monitor the creditworthiness of customers. Historically, we have not
     experienced significant losses on trade receivables. In order to minimize
     credit risk from investments, we have adopted policies restricting cash
     and/or investments that may be allocated among financial institutions,
     which take into consideration monetary limits and financial institution
     credit ratings.

(b)  DERIVATIVE FINANCIAL INSTRUMENTS

     Volatility of interest rates, exchange rates and commodity prices are the
     principal market risks to which we are exposed and which we manage through
     derivative instruments to mitigate exposure to risk. We do not use
     derivatives for speculative purpouses.

     We monitor and evaluate our derivative positions on a regular basis and
     adjust our strategy in response to market conditions. We also periodically
     review the credit limits and creditworthiness of our counter-parties in
     these transactions. In view of the policies and practices established for
     derivatives, management considers the occurrence of non-measurable risk
     situations as unlikely.

     The notional outstanding amounts do not represent amounts exchanged by the
     parties and, thus, are not a measure of our exposure through use of
     derivatives. The amounts exchanged during the term of the derivatives are
     calculated on the basis of the notional amounts and the other contractual
     conditions of the derivatives, which relate to interest rates and foreign
     currency exchange rates. The derivative instruments outstanding at December
     31, 2001, held for purposes other than trading, were as follows:

                                      F-39
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
<Caption>
                                                                            2001                         2000
                                                     ---------------------------  ---------------------------

                                                         CURRENT      UNREALIZED      CURRENT      UNREALIZED
                                                         NOMINAL       GAINS AND      NOMINAL       GAINS AND
     FINANCIAL INSTRUMENT                                 AMOUNT          LOSSES       AMOUNT          LOSSES
     -------------------------------                 -----------  --------------  -----------  --------------
     <S>                                               <C>               <C>          <C>              <C>
     FOREIGN CURRENCY
         Yen/R$                                          327,935         (18,115)
         USD/R$                                        1,199,063         (14,244)     217,612           7,414
         Pesos/USD                                       100,000          18,025      220,000          (2,768)

     INTEREST RATE
         Floating LIBOR/ fixed LIBOR                     403,702            (208)

     COMMODITY
         Aluminum                                         90,672            (685)
                                                                  --------------  -----------  --------------

     Total                                                               (15,227)     437,612           4,646
                                                                  ==============  ===========  ==============
</Table>

(c)  INTEREST RATE, COMMODITY AND FOREIGN EXCHANGE RATE RISK MANAGEMENT

     Interest rate risks mainly relate to that part of the debt borrowed at
     floating rates. The foreign currency debt is largely subject to
     fluctuations in the London Interbank Offered Rate (LIBOR). The portion of
     local currency denominated debt that is subject to floating rates is linked
     to the Long Term Interest Rate (TJLP), set quarterly by the Brazilian
     Central Bank. We use derivative instruments to mitigate the effects of
     volatility in the LIBOR rate.

     We enter into commodity swap agreements (principally for aluminum),
     interest rate swap agreements, foreign currency (principally for U.S.
     dollars) forward and future exchange contracts, which are marked-to-market,
     and the realized and unrealized gains and losses are reported in the
     statement of operations.

     We enter into foreign currency forward, swap and future contract agreements
     (principally for U.S. dollars) to mitigate foreign exchange risk on U.S.
     dollar-denominated debt, financing of imports and payables to foreign
     suppliers. All of these agreements are marked-to-market and the realized
     and unrealized gains and losses on these financial instruments used to
     manage of foreign currency cash flow exposures are reported in the
     statement of operations and included in the amounts reported in "Financial
     income" and "Financial expenses".

                                      F-40
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(d)  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Company considers that the carrying amount of its financial instruments
     generally approximates fair market value. Fair value have been determined
     as follows:

     Cash and cash equivalents - The carrying amounts reported in the balance
     sheet approximate their fair values due to their nature and frequent
     repricing.

     Trading securities - The fair value of investments are estimated based on
     quoted market prices. For investments which there are no quoted market
     prices, fair values are derived from available yield curves for investments
     of similar quality and terms.

     Short-term debt and long-term debt - interest rates that are currently
     available to the Company for issuance of debt with similar terms and
     remaining maturities are used to estimate fair value, which approximates
     the carrying value at December 31, 2001 and 2000.

     The estimated fair value amounts have been determined by the Company using
     available market information and appropriate valuation methodologies.
     However, considerable judgment is necessarily required in interpreting
     market data to develop the estimates of fair value.

15   SHAREHOLDERS' EQUITY

(a)  CAPITAL AND SHAREHOLDERS' RIGHTS

     (i)    Capital

     The Company's capital stock at December 31, 2001 amounts to R$ 2,944,288
     (2000 - R$ 2,565,249), represented by 39,741,398 thousand nominative shares
     with no par value (2000 - 38,646,080 thousand), comprised of 16,073,049
     thousand common shares (2000 - 15,976,336 thousand) and 23,668,349 thousand
     preferred shares (2000 - 22,669,744 thousand).

                                      F-41
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     At the Extraordinary Shareholders' Meetings held in January and April 2000,
     the shareholders approved the reduction of R$ 330,411 in the capital stock,
     without any reduction in the number of shares. This reduction was made to
     absorb the accumulated deficit at December 31, 1999 of R$ 310,682; and the
     balance of R$ 19,729, which was the equivalent to the interest attributed
     to shareholders' equity received from Brahma, was returned to the
     shareholders.

     At the Extraordinary Shareholders' Meeting held in September 2000, the
     shareholders approved a further reduction in the Company's stock, in the
     amount of R$ 324,167, comprising R$ 232,058 to absorb the accumulated
     deficit in the period ended August 31, 2000 and R$ 92,109 to be returned to
     the shareholders, also without any reduction in the number of shares.The
     same meeting approved a capital increase in the amount of R$ 1,502,356,
     through the roll up, by AmBev, of all shares representing the capital stock
     of Brahma held by the minority shareholders, totaling 1,176,536 thousand
     common shares and 4,452,258 thousand preferred shares, at a price of
     R$ 266.90 per thousand common and preferred shares, whereupon Brahma became
     a wholly-owned subsidiary of AmBev. Each Brahma shareholder received one
     share in AmBev for each share held in Brahma.

     In March 2001, a capital increase was effected in the amount of R$ 80,774
     under the Stock ownership Plan for Company officers and employees, with the
     issuance of 569,108 thousand preferred shares.

     In November 2001, the Company issued 96,713 thousand common and 429,498
     thousand preferred shares to the minority shareholders of IBANN in the
     amount of R$ 298,265 based on an independent fair value appraisal. This
     transaction generated a gain on change in ownership interest in the amount
     of R$ 18,269, recognized in Other non-operating income. Certain shares
     issued were repurchased from the minority shareholders (Note 15(d)).

     (ii)   Stock split

     On October 20, 2000, an Extraordinary Shareholders' Meeting approved a
     five-for-one stock split of common and preferred shares of AmBev,
     increasing the number of shares to 15,976,336 thousand common and
     22,669,744 thousand preferred shares. No retroactive split has been applied
     in the Corporate law financial statements, except for information provided
     for stock option plans ((g) below)

                                      F-42
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     (iii)  Share rights

     Our preferred shares are non-voting but have priority in the return of
     capital in the event of liquidation. Our common shares have the right to
     vote at shareholder meetings. Under its by-laws, AmBev is required to
     distribute to shareholders as a mandatory dividend in respect of each
     fiscal year ending on December 31 an amount not less than 27.5% of its net
     income determined under Corporate law, as adjusted in accordance with such
     law, unless payment of such amount would be incompatible with AmBev's
     financial situation. The mandatory dividend includes amounts paid as
     interest attributed to shareholders' equity (Note 15(f)). Preferred shares
     are entitled to a dividend premium of 10% over that received by the common
     shareholders.

     (iv)   Share activity (in thousand of shares)

<Table>
<Caption>
                                                                                                      YEARS ENDED DECEMBER 31
                                                                    ---------------------------------------------------------

                                                                                                                 (PREDECESSOR
                                                                                      (SUCCESSOR - AmBev)             BRAHMA)
                                                                    -------------------------------------  ------------------

                                                                                  2001               2000                1999
                                                                    ------------------   ----------------  ------------------
     <S>                                                                    <C>                <C>                  <C>
     PREFERRED SHARES
        At beginning of year                                                22,669,744             81,691           4,614,949
         Capital increase
          Exercise of stock options                                            569,107                                 39,327
          IBANN transaction (Note 15(a)(i))                                    429,498
          Roll-up of Brahma minorities                                                          4,452,258
          Stock split                                                                          18,135,795
          Cancellation of shares                                                                                     (364,371)
                                                                    ------------------   ----------------  ------------------

        At end of year                                                      23,668,349         22,669,744           4,289,905
                                                                    ==================   ================  ==================

     COMMON SHARES
        At beginning of year                                                15,976,336          2,018,731           2,667,456
         Capital increase
          IBANN transaction (Note 15(a)(i))                                     96,713
          Roll-up of Brahma minorities                                                          1,176,536
          Stock split                                                                          12,781,069
          Cancellation of shares                                                                                      (31,777)
                                                                    ------------------   ----------------  ------------------

        At end of year                                                      16,073,049         15,976,336           2,635,679
                                                                    ==================   ================  ==================
</Table>

                                      F-43
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(b)  CAPITAL RESERVE

     In February 1996, Brahma's Board of Directors approved the private
     placement of 404,931 thousand subscription warrants, at R$ 50 per lot of
     1,000 warrants, convertible on a one-to-one basis in April 2003 at a
     subscription price of R$ 1 per thousand shares of Brahma, of which 262,891
     thousand were for subscription of preferred shares, and 142,039 thousand
     were for subscription of common shares. The subscription price for each of
     the warrants is adjusted pursuant to the IGP-M ( a general price inflation
     index), reduced by dividends paid, and accrues interest at the rate of 12%
     per year. The right of each warrant to subscribe for shares will be
     adjusted proportionately should there be any stock splits, reverse splits,
     distributions of stock dividends or similar events. On September 15, 2000
     the Brahma warrants were exchanged for AmBev warrants, which entitle the
     holders to the same terms as under the Brahma agreements. On October 20,
     2000, the Extraordinary Shareholder's Meeting approved a five-for-one stock
     split adjustment of the warrants. Accordingly, the warrants are now
     convertible on a one-to-five basis.

     The Company issued in December 2001 options for the purchase of 188,380
     thousand preferred shares. The net premium received on the placement of the
     options was R$ 4,866, recorded as a capital reserve in shareholders'
     equity. The average exercise price of the options was R$ 477.76 per
     thousand preferred shares, which can be exercised in the months of February
     and March 2002.

(c)  REVENUE RESERVES

     (i)    Legal

     Under Corporate law, AmBev , together with our Brazilian subsidiaries, are
     required to appropriate an amount not less than 5% of net income after
     absorbing accumulated losses, to a statutory (legal) reserve. The reserve
     may be used to increase capital or absorb losses, but may not be
     distributed as dividends.

     (ii)   Investments

     Our by-laws require that we appropriate at least 5% of statutory adjusted
     net income to a reserve for investments; such appropriation cannot exceed
     68.9% of net income.

                                      F-44
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(d)  TREASURY SHARES

     As of December 31, 2001 the Company holds in treasury 321,572 thousand
     common shares and 999,376 thousand preferred shares in the total amount of
     R$ 499,441.

     The Board of Directors has successively approved the repurchase of shares,
     and the Company is authorized, during renewable periods of up to 90 days,
     to acquire shares within certain limits.

     On November 7, 2001, the Company announced a buyback program totaling
     R$ 300 million (equivalent to US$ 129,288 at the December 31, 2001 exchange
     rate) valid for 60 days. All shares to be purchased will be cancelled.

     Additionally as part of our buyback program, our Board of Directors
     authorized the issue of put options for the repurchase of 188,380 thousand
     preferred shares of our own stock. The net premium received on sale of
     stock option amounted to R$ 4,866, recognized as capital reserve in
     shareholders' equity. The average exercise price of those options was set
     as R$ 477.76 per thousand shares, with an exercisable period in the months
     of February and March 2002.

(e)  DIVIDENDS AND CONTRIBUTIONS

     Dividends are payable in Brazilian REAIS and may be converted into other
     foreign currencies and remitted to shareholders abroad provided that the
     non-resident shareholders' capital is registered with the Brazilian Central
     Bank.

     (i)    Proposed and declared dividends

     The determination of the dividend approved by the Board of Directors was as
     follows:

<Table>
<Caption>
                                                                YEAR ENDED
                                                              DECEMBER 31,
                                                                      2001
                                                              ------------
     <S>                                                           <C>
     Net income for the year                                       784,568
     Legal reserve (5%)                                            (39,228)
                                                              ------------

     Dividend basis                                                745,340
                                                              ============
</Table>

                                      F-45
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
     <S>                                                                          <C>
     Proposed and approved dividends
       Prepaid interim distribution (in August and December 2001)
         as interest attributed to shareholders' equity                           284,609
       Supplemental, to be paid in February 2002,
         approved in December 2001                                                 52,000
                                                                             ------------

     Withholding tax
       interest attributed to shareholders' equity (generally 15%)                (42,691)
                                                                             ------------

     Total dividends, net of withholding tax                                      293,918
                                                                             ============

     Percentage of dividends to dividend basis                                      39.43%
                                                                             ============

     Proposed and approved dividends per thousand shares
       outstanding at year-end - (in whole REAIS) - R$
         Common                                                                      7.17
                                                                             ============
         Preferred                                                                   7.89
                                                                             ============
</Table>

     (ii)   Contribution to the Fundacao Antonio e Helena Zerrenner Instituicao
               Nacional de Beneficencia ("FAHZ")

     The FAHZ, one of our shareholders and the former controlling shareholder of
     Antarctica, provides medical, dental, educational and social assistance to
     current and retired employees of AmBev and their beneficiaries and covered
     dependents.

     At our option, we may contribute up to 10% of our Brazilian Corporate Law
     consolidated net income to support the FAHZ.

(f)  INTEREST ATTRIBUTED TO SHAREHOLDERS' EQUITY

     Brazilian companies are permitted to pay limited amounts of interest on
     capital to shareholders and treat such payments as an expense for Brazilian
     income and social contribution tax purposes. This notional interest
     distribution is treated for accounting purposes as a deduction from
     shareholders' equity in a manner similar to a dividend. A 15% tax is
     withheld and paid by AmBev upon credit of the interest. Interest attributed
     to shareholders' equity is treated as a dividend for purposes of the
     mandatory dividend payable by AmBev.

                                      F-46
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(g)  STOCK OWNERSHIP PLAN

     The stock ownership plan for the purchase of Company shares (the "Plan") is
     administered by a committee comprised of non-executive members of our Board
     of Directors. This committee periodically creates stock ownership programs
     and sets the terms, vesting requirements and employees to be included and
     establishes the price at which the preferred and common shares are to be
     issued. This price cannot be less than 90% of the average price of the
     shares traded on the Sao Paulo Stock Exchange (BOVESPA) in the previous
     three business days, inflation-indexed through the date the option is
     granted. The number of shares which may be granted each year under the Plan
     cannot exceed 5% of the total number of shares outstanding of each type of
     shares at that date. When share options are exercised, we either issue new
     shares or transfer treasury shares to the option holder. The share options
     granted to date do not specify a final date by which they must be
     exercised. If an employee leaves us any unexercised options are forfeited
     and AmBev may repurchase shares acquired on exercise of the options, as its
     option, at a price equal to the (i) inflation-indexed price paid by such
     employee, if they leave us during the first thirty months after the
     exercise of such option, (ii) 50% of the inflation-indexed price paid and
     50% of the prevailing market price, if the employee leaves after thirty
     months but before the sixtieth month after the exercise of such option, and
     (iii) the market price thereafter. The terms of the Plan determine the
     amount of shares to be granted but do not determine a fixed price. The
     strike price defined on the grant date is adjusted by (i) dividends paid to
     preferred shares until the option is exercised and (ii) by the
     inflation-indexed price measured by INDICE GERAL DE PRECOS A MERCADO
     ("IGP-M") from the date of grant until the date the options are exercised.

     The Company finances the purchase of shares (Note 2(n)); at December 31,
     2001 the outstanding balance of those loans amounts to R$ 215,248
     (2000 - R$ 165,151).

     All references to the number of preferred and common shares and per share
     amounts in the tables below have been restated to give retroactive effect
     to the stock split for all periods presented ((a)(ii) above). The summary
     of changes in stock options for the years ended December 31, 2001 and 2000
     is the following:

                                      F-47
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
<Caption>
                                                                                              2001                2000
                                                                                ------------------ -------------------
     <S>                                                                           <C>                 <C>
     OUTSTANDING (IN THOUSANDS OF SHARES)
     At beginning of year                                                                1,241,355           2,168,655
        Granted                                                                            499,750              66,500
        Exercised                                                                         (569,108)           (879,671)
        Forfeited                                                                         (140,776)           (114,129)
                                                                                ------------------ -------------------

     At year end - outstanding and exercisable                                           1,031,221           1,241,355
                                                                                ------------------ -------------------

     Shares available at end of each year for options
          that may be granted in the subsequent year                                     1,987,070           1,932,304
                                                                                ================== ===================

      IN WHOLE REAIS PER THOUSAND SHARES -

     Range of exercise prices for outstanding options                              69.34 to 381.38     53.28 to 341.67
                                                                                ================== ===================

     Weighted average market price per share
        (based on quoted market value at date granted)
           for options granted during the year                                              417.08              399.80

     Weighted average exercise price of options granted in the year                         381.38              341.67
                                                                                ------------------ -------------------

     Weighted average grant-date intrinsic value of options
        granted during year (difference between quoted market
        price and exercise price)                                                            35.70               58.13
                                                                                ================== ===================

     WEIGHTED-AVERAGE EXERCISE PRICES
     At beginning of year                                                                   110.18              108.00
        Granted                                                                             381.38              341.67
        Exercised                                                                           141.93              105.03
        Forfeited                                                                           210.98               72.77
                                                                                ------------------ -------------------

     At end of year                                                                         256.02              110.18
                                                                                ================== ===================
</Table>

                                      F-48
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     OUTSTANDING AND EXERCISABLE:

<Table>
<Caption>
                                                                                                    WEIGHTED - AVERAGE
                                                 NUMBER OF SHARES (THOUSANDS)                      EXERCISE PRICES (*)
     RANGE OF                        ----------------------------------------  ---------------------------------------
     EXERCISE PRICES (*)                          2001                   2000                2001                 2000
     -----------------------------   -----------------    -------------------  ------------------   ------------------
     <S>                                     <C>                    <C>                    <C>                  <C>
     53.29 - 69.34                               3,482                 31,202               69.34                63.12
     69.35 - 103.44                             65,113                224,810              101.96                94.36
     103.45 - 159.18                           153,724                465,080              150.41               138.88
     159.19 - 176.90                           274,150                453,763              176.90               161.90
     176.91 - 381.38                           534,752                 66,500              380.12               341.67
                                     -----------------     ------------------- ------------------   ------------------

                                             1,031,221              1,241,355              273.24               148.19
                                     =================     =================== ==================   ==================
</Table>

     (*) Expressed in whole REAIS.

(h)  RECONCILIATION BETWEEN SHAREHOLDERS EQUITY OF BRAHMA AND AmBev

     Prior to July 1, 1999, AmBev had no material assets, liabilities or
     operations. Brahma is presented in these financial statements as the
     predecessor of AmBev for the entire year of 1999. As a result, the
     financial statements presented for the year ended December 31, 1999 are
     those of Brahma (Note 2(a).)

     The reconciliation below presents the differences in relation to Brahma's
     and AmBev's shareholders' equity as at December 31, 1999.

<Table>
<Caption>
                                                                                 DECEMBER 31,
                                                                                         1999
                                                                                -------------
     <S>                                                                          <C>
     BRAHMA (PREDECESSOR) SHAREHOLDERS' EQUITY                                      1,606,375
       Antarctica shareholders' equity                                                362,084
       Goodwill on Antarctica transaction                                             774,814
       Minorities of Brahma not yet converted (rolled-up)                          (1,266,454)
       Consolidation of Hohneck                                                       (73,828)
       Consolidation of AmBev stand alone                                               3,799
                                                                                -------------

     AmBev (SUCCESSOR) SHAREHOLDERS' EQUITY                                         1,406,790
                                                                                =============
</Table>

                                      F-49
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

16   EMPLOYEE BENEFITS

(a)  AmBev PENSION BENEFITS

     AmBev sponsors a defined-benefit pension plan and a defined-contribution
     plan, which supplements benefits that the Brazilian government social
     security system provides to our employees and those of our Brazilian
     subsidiaries. These plans are administered by the AmBev Pension Fund,
     INSTITUTO AmBev DE PREVIDENCIA PRIVADA, which is the successor of the
     Brahma Pension Fund , INSTITUTO BRAHMA DE SEGURIDADE SOCIAL, as from
     December 8, 2000. In the year ended December 31, 2001, the Company
     contributed R$ 805 (2000 - R$ 2,816) to the AmBev Pension Fund.

     The AmBev Pension Fund was established solely for the benefit of our
     employees, and its assets are held independently. We nominate the three
     directors to the AmBev Pension Fund. Currently, we have 5,181 participants
     in our plan (2000 - 5,332), of which 4,115 (2000 - 2,389) participate in
     the defined benefit plan.

     Prior to May 1998, when a defined contribution plan was launched, there was
     only a defined benefit plan. The defined benefit plan was closed to new
     participants as of that date. At the time of adoption of the defined
     contribution plan, active participants were given the option either to
     remain in the old plan or transfer their accumulated benefits to the
     defined contribution plan. The defined contribution plan covers
     substantially all new employees in Brazil. Contributions by AmBev under the
     plan are determined based on a percentage of participant salaries.

     Based on the independent actuary reports, the funded status of AmBev's
     plans at December 31, 2001 is determined as follows:

<Table>
     <S>                                                                     <C>
     Fair value of assets                                                     417,545
     Less - valuation allowance over assets (*)                              (123,966)
     Present value of actuarial liability                                    (272,787)
                                                                         ------------

     Funded status                                                             20,792
                                                                         ============
</Table>

     (*)This valuation allowance was considered because, under the current law,
        any excess of assets over liabilities cannot be returned to the Company.
        Therefore, the net asset balance was limited to the present value of the
        estimated future reduction in contributions, in the amount of R$ 20,792.

                                      F-50
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     In accordance with NPC Standard No. 26 (Note 2(k)), this Prepaid pension
     benefit cost was recognized at December 31, 2001 as a credit to
     shareholders' equity ((d) below).

(b)  HEALTH CARE AND OTHER BENEFITS DIRECTLY PROVIDED BY AmBev

     AmBev directly provides health care benefits, reimbursement of medication
     costs and other benefits to retirees from the subsidiaries IBANN, Polar and
     IBA Sudeste, through its subsidiary CBB.

(c)  WELFARE FOUNDATION - THE FAHZ

     The employees and retirees of the Company receive health care and dental
     assistance from the FAHZ, one of our shareholders.

     In accordance with NPC No. 26, the Company recognized the actuarial
     liability related to the obligation for the benefits provided directly, but
     not for benefits provided by the FAHZ. The assumption is that this
     obligation will not be legally imputed to the Company and will be covered
     by the contributions made annually (up to 10% of the net income of each
     year), which are recognized through the statement of operations. In 2001 an
     independent actuarial appraisal of the benefit obligations undertaken by
     the FAHZ was concluded, which identified the funds from sponsoring
     companies required to make the FAHZ self-sufficient. Part of the necessary
     funds, in the amount of R$ 75,777, was paid by the Company in 2001 and
     recognized under "Expenses with profit sharing and contributions."

     In October 2000, the Brahma Welfare Foundation ("BWF") and the FAHZ were
     legally merged, standardizing the benefits granted according to standards
     adopted by Brahma. At the same time the benefits, substantially health and
     dental care, were extended to the employees of all subsidiaries of AmBev in
     Brazil, whereas in the past Antarctica's subsidiaries supported such
     expenses directly.

(d)  RECOGNITION OF THE EFFECTS OF NPC STANDARD NO. 26 AT DECEMBER 31, 2001

     NPC No. 26, "Recording of Employee Benefits," established the mandatory
     recognition of actuarial liabilities, as well as certain actuarial assets,
     relative to benefits provided to employees (Note 2(k)).

     As a consequence, the Company recorded directly in its shareholders'
     equity, at December 31, 2001, a provision for benefits in the amount of
     R$ 56,458 as follows:

                                      F-51
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
     <S>                                                                                     <C>
     Funded status - AmBev Pension Fund                                                       20,792
                                                                                         -----------

     Provision for health care benefits and other
        Provided directly by AmBev                                                           (55,558)
        Additional funding of FAHZ                                                           (61,487)
     Deferred taxes on the provision for benefits                                             39,795
                                                                                         -----------

        Provision for benefits, net of deferred taxes                                        (77,250)
                                                                                         -----------

     Adjustment, net of deferred taxes                                                       (56,458)
                                                                                         ===========

</Table>

     The assumptions used in the calculation of the actuarial liability were the
      following:

<Table>
<Caption>
                                                                                              ANNUAL
                                                                                          PERCENTAGE
                                                                                         -----------
     <S>                                                                                        <C>
     Discount rate                                                                              8.12
     Expected rate of return on assets                                                          8.12
     Increase in the compensation factor                                                        5.10
     Increase in health care costs                                                              7.10
</Table>

17   COMMITMENTS AND CONTINGENCIES

(a)  TAX AND LEGAL CLAIMS

     We are contesting the payment of certain taxes and contributions and have
     made court escrow deposits ("Restricted deposits for legal proceedings") of
     equivalent or lesser amounts pending final legal decisions. Our management
     believes that the accrued liability for contingencies, including interest,
     is sufficient to meet probable and reasonably estimable losses in the event
     of unfavorable rulings.

                                      F-52
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     Changes in the Accrued liabilities for contingencies are as follows:

<Table>
<Caption>
                                                                                             2001                 2000
                                                                              -------------------  -------------------
     <S>                                                                                 <C>                   <C>
     At beginning of year                                                                 877,969              643,655
        New provisions                                                                    185,658              323,890
        Payments                                                                          (95,675)             (54,292)
        Interest                                                                           13,103              (20,191)
        Reversals                                                                        (165,568)             (15,093)
                                                                              -------------------  -------------------

     At end of year                                                                       815,487              877,969
                                                                              ===================  ===================
</Table>

     The following probable losses have been identified based on the advice of
     outside legal counsel and have been provided as liabilities in our
     financial statements.

<Table>
<Caption>
                                                                                             2001                 2000
                                                                              -------------------   ------------------
     <S>                                                                                  <C>                  <C>
     ICMS and IPI (i)                                                                     472,917              478,211
     PIS and COFINS (i)                                                                   119,700              184,032
     Labor claims (ii)                                                                    108,298              100,087
     Claims from distributors (iii)                                                        30,012               31,382
     Income tax and social contribution (iv)                                               40,769               36,110
     Others                                                                                43,791               48,147
                                                                              -------------------   ------------------

     Total accrued liabilities for contingencies                                          815,487              877,969
                                                                              ===================   ==================
</Table>

     AmBev may be exposed to additional possible risks, based on the opinion of
     the legal counsel, estimated at R$ 1,000,000 (2000 - R$ 930,000) which have
     not been provisioned. Although there can be no assurance that AmBev will
     prevail in every case, management does not believe that the ultimate
     disposition of these legal contingencies will have a material effect on
     AmBev's financial condition or results of operations.

                                      F-53
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     (i)    Indirect taxes

     During 1999, we obtained an injunction permitting us to suspend payment of
     PIS and COFINS (taxes on revenues) on interest income. Although we have
     filed a claim against the tax authorities to support our view that this tax
     is unconstitutional, we have recognized the legal obligation for PIS and
     COFINS until such time we receive a final ruling or the law itself is
     struck down. The charge to recognize the obligation in 2001 was R$ 37,418
     recorded as "Value-added and other excise taxes on sales"
     (2000 - R$ 43,570; 1999 - R$ 23,592). As of December 31, 2000 the provision
     amounts to R$ 103,348.

     In common with other Brazilian taxpayers, we are prosecuting claims to be
     able to exclude for the period from 1988 to 1995 the indexation for
     inflation of certain PIS taxes. The taxpayers argue that Complementary Law
     7/70 does not require indexation of the calculation basis, and the
     provision in the Decree-Laws, which created indexation of the calculation
     basis, was overturned by the Federal Supreme Court and the Senate. Until
     recently, decisions at the appellate court level had been inconsistent. On
     May 29, 2001 (ruling published on June 11, 2001), an arbitration session of
     the appellate court ruled in favor of the taxpayer. In the administrative
     judicial system, the decisions have been favorable to the taxpayers, and
     the tax authorities are no longer issuing new infraction notices regarding
     this issue. Although the issue has not yet received a final unappealable
     ruling, the probability of the taxpayers' position not prevailing is
     considered to be remote. On October 15, 2001, we concluded the preliminary
     determination of the credits arising in the five-year prescriptive period
     prior to the date of our claim. The liability, including interest and
     charges, totaling R$ 138,739 was reversed to income ("Value-added and other
     taxes") during 2001. The amounts will be recovered by offsetting other
     Federal taxes due.

     We have also filed claims against the tax authorities to support our view
     that certain taxes levied are unconstitutional, however we have been
     required by law to pay these amounts, deposited the amounts into court
     legal escrow accounts and/or made provisions for amounts legally due.

                                      F-54
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     (ii)   Labor claims

     We are involved in approximately 8,000 legal proceedings with former and
     current employees, mainly relating to dismissals, severance, health and
     safety premiums, supplementary retirement benefits and other matters. We
     have established provisions in connection with all proceedings for which we
     believe there is a probable chance of loss. Escrow deposits ("Restricted
     deposits for legal proceedings"), principally for labor claims, totaled
     R$ 53,566 at December 31, 2001 (2000 - R$ 35,776). At December 31, 2001
     none of these claims individually amounted to more than R$ 1,200.

     (iii)  Claims from distributors

     We have several claims filed against us by former distributors whose
     contracts were terminated due to low sales volumes, failure of distributors
     to meet our guidelines and a general restructuring of the distribution
     network. Most of these claims were originally filed from 1996 through 2000.
     We have provisions for probable losses of R$ 30,012, based on advice of
     outside legal counsel.

     (iv)   Income tax and social contribution

     During 1999, we reversed R$ 56,130 of contingent liabilities to "Income tax
     benefit " relating to unasserted income tax exposures which were eliminated
     upon expiry of the applicable statutes of limitations. The most significant
     amount, amounting R$ 39,298, related to the methodology for price-level
     restatement of equity accounting adjustments in monthly balance sheets for
     tax purposes. Through to the date of expiration of the statute of
     limitations, the level of uncertainty was such that management considered
     the liability to be probable and estimable.

     (v)    Other tax matters

     These legal proceedings include claims for taxes on income, ICMS
     value-added taxes and IPI excise taxes, among others. We are prosecuting
     claims against the tax authorities to assure we effectively benefit from
     IPI tax exemptions on certain inputs. Currently the "exemption" becomes a
     mere tax deferral at the time of sale. As these and other claims are
     contingent upon obtaining favorable, non-appealable judicial rulings, the
     corresponding assets, which might arise in the future, are only recognized
     once realization is assured.

                                      F-55
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(b)  ENVIRONMENTAL ISSUES

     We are subject to federal, state and local laws and regulations relating to
     the environment. These laws generally provide for control of air emissions
     and require responsible parties to undertake remediation of hazardous waste
     disposal sites. Civil penalties may be imposed for noncompliance.

     We provide for remediation costs and penalties when a loss is probable and
     the amount is reasonably determinable. It is not presently possible to
     estimate the amount of all remediation costs that might be incurred or
     penalties that may be imposed. Our management does not presently anticipate
     that such costs and penalties, to the extent not previously provided for,
     will have a material adverse effect on our consolidated financial
     condition, statement of operations or liquidity.

     At present there are no unasserted environmental claims or assessments. We
     have made substantial capital expenditures to bring existing facilities
     into compliance with various environmental laws.

     Recent expenditures are as follows:

<Table>
<Caption>
     YEAR ENDED                   PROPERTY, PLANT             WASTE
     DECEMBER 31,                   AND EQUIPMENT         TREATMENT              TOTAL
     ------------                 ---------------         ---------        -----------
     <S>                                    <C>              <C>                <C>
     2001                                   5,134            51,798             56,932
     2000                                   1,600            32,076             33,676
     1999                                   2,482            12,626             15,108
</Table>

     Budgeted expenditures for the five-year period ending December 31, 2006
     total approximately R$ 238,000 (unaudited).

18   SUMMARY OF PRINCIPAL DIFFERENCES BETWEEN BRAZILIAN CORPORATE LAW AND
     US GAAP

18.1 DESCRIPTION OF THE GAAP DIFFERENCES

     The Company's accounting policies comply with, and its consolidated
     financial statements are prepared in accordance with, accounting principles
     set forth in Brazilian Corporate law. The Company has elected to use its
     Corporate law financial statements as its primary financial statements for
     the three years in the period ended December 31, 2001.

                                      F-56
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     The Company had previously prepared and published its financial statements
     in accordance with accounting principles generally accepted in the United
     States of America ("US GAAP") using the U.S. dollar as the reporting
     currency under Statement of Financial Accounting Standards (SFAS) No. 52,
     "Foreign Currency Translation." The Company has modified its form of
     presentation of its financial information by providing a reconciliation of
     its financial statements prepared in accordance with Corporate law to key
     balances and condensed financial statements and supplementary notes
     prepared in accordance with US GAAP in REAIS.

     The accompanying Brazilian Corporate law financial statements for the year
     ended December 31, 1999 are those of Brahma and do not include Brahma's
     merger with Antarctica. The combination did not qualify for treatment as a
     pooling-of-interests under US GAAP and accordingly was treated as a
     purchase by Brahma of Antarctica. Under US GAAP, Brahma is therefore the
     predecessor to AmBev and is presented in 1999 for comparative purposes. The
     amounts presented under US GAAP for 1999 are those of AmBev and,
     accordingly, include the effects of Brahma's purchase of Antarctica and
     results in the earnings of Antarctica for the six- month period ended
     December 31, 1999 ((d) below).

     A summary of the Company's principal accounting policies that differ
     significantly from US GAAP is set forth below.

(a)  SUPPLEMENTARY INFLATION RESTATEMENT IN 1996 AND 1997 FOR U.S. GAAP

     Corporate law discontinued inflation accounting effective January 1, 1996.
     Prior to that date, Corporate law statements included indexation
     adjustments which partially accounted for the effect of inflation on
     property, plant and equipment, investments, deferred charges (together
     denominated `Permanent assets') and shareholders' equity, which reported
     the net charge or credit in the statement of operations. However, under US
     GAAP, Brazil ceased to be treated as a highly inflationary economy only as
     from January 1, 1998. Therefore the financial information for purposes of
     US GAAP for the two-year period ended December 31, 1997 include additional
     inflation restatement adjustments made by applying a general price index
     (the INDICE GERAL DE PRECOS - MERCADO, or IGP-M) to permanent assets and
     shareholders' equity. The IGP- M index increased by 9.2% in 1996 and 7.7%
     in 1997.

     Shareholders' equity under U.S. GAAP was increased by R$ 130,628,
     R$ 156,837 and R$ 187,998 respectively, at December 31, 2001, 2000 and 1999
     due to the additional inflation restatement adjustments. These amounts
     generate differences in depreciation charges.

                                      F-57
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(b)  PROPERTY, PLANT AND EQUIPMENT

     (i)    Capitalized interest

     Under Corporate law, prior to January 1, 1997 there was no accounting
     standard requiring capitalization of interest as part of the cost of the
     related assets. Under US GAAP, capitalization of the financial costs of
     borrowed funds, excluding foreign exchange losses, during construction of
     major facilities is recognized as part of the cost of the related assets.

     For purposes of the reconciliation, additional capitalized interest, net of
     amortization effects was recorded, amounting to R$ 10,468 in 2001,
     R$ 12,871 in 2000 and R$ 15,273 in 1999.

     (ii)   Impairment

     Under Corporate law, companies are required to determine if operating
     income is sufficient to absorb the depreciation or amortization of
     long-lived assets in order to assess potential asset impairment. In the
     event such operating income is insufficient to recover the depreciation,
     the assets, or groups of assets, are written-down to recoverable values,
     preferably, based on the projected discounted cash flows of future
     operations. In the event of a planned substitution of assets prior to the
     end of the original estimated useful life of the asset, depreciation of
     such asset is accelerated to assure the asset becomes fully depreciated at
     the estimated date of substitution.

     Under US GAAP, SFAS No. 121, "Accounting for the Impairment of Long-lived
     Assets and for Long-lived Assets to Be Disposed Of", requires companies
     periodically to evaluate the carrying value of long-lived assets, including
     goodwill, to be held and used, when events and circumstances warrant such a
     review. The carrying value of long-lived assets is considered impaired when
     the anticipated undiscounted cash flows from such assets are separately
     identifiable and are less than their carrying value. In that event, a loss
     is recognized based on the amount by which the carrying value exceeds the
     fair market value of the assets or discounted cash flows generated by the
     assets.

     No differences from impairment provisioning criteria were recorded for the
     years presented.

                                      F-58
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(c)  DEFERRED CHARGES

     Corporate law permits deferral of acquisition and implementation of
     software, payments made to former distributors and pre-operating expenses
     incurred in the construction or expansion of a new facility until the
     facility begins operations.

     For US GAAP reconciliation purposes, amounts deferred related to
     pre-operating expenses incurred in the construction or expansion of a new
     facility do not meet the conditions established for deferral and
     accordingly have been charged to income. Amounts related to software costs
     and payments made to former distributors (accumulated balances:
     2001- R$ 110,048 ; 2000 - R$ 108,669) were transferred either to intangible
     assets or to property, plant and equipment.

     For purposes of the reconciliation, additional deferred charges were
     recognized under US GAAP, net of amortization effects, totaling R$ 192,852
     in 2001, R$ 192,469 in 2000 and R$ 58,340 in 1999.

(d)  BUSINESS COMBINATIONS

     Under Corporate law, goodwill arises from the difference between the amount
     paid and the Corporate law book value (normally also the tax basis) of the
     net assets acquired. This goodwill is normally attributed to the market
     value of assets acquired or justified based on expectation of future
     profitability and is amortized over the remaining useful lives of the
     assets or up to 10 years. Negative goodwill arises under Corporate law when
     the book value of assets acquired exceeds the purchase consideration;
     negative goodwill is not generally amortized.

     Under US GAAP, fair values are assigned to acquired assets and liabilities
     in business combinations, including intangible assets and unallocated
     goodwill, in accordance with US practices applicable to each specific
     transaction. The differences in relation to Corporate law arise principally
     from the measurement of the consideration paid under US GAAP using the fair
     value of shares issued, and the effects of future amortization resulting
     from different lives as a consequence of the allocation of the excess
     purchase price.

     For Corporate law purposes, the net balance of goodwill at December 31,
     2001 is R$ 782,363 (2000 - R$ 764,700), which is being amortized to income
     over a period of up to 10 years; negative goodwill at December 31, 2001 is
     R$164,789 (2000 - R$149,946).

                                      F-59
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     For US GAAP purposes, the net balance of goodwill at December 31, 2001 is
     R$ 147,975 (2000 - R$ 109,319) which is being amortized to income over a
     period of 10 to 40 years.

     The following significant business combinations have generated differences
     in accounting between Corporate law and US GAAP:

<Table>
<Caption>
                                                                                               AS AT AND FOR THE YEARS ENDED
                                                                                                                DECEMBER 31,
                                                                                 -------------------------------------------

                                                                                           2001          2000           1999
                                                                                 -------------- ------------- --------------
                                                                                          AmBev         AmBev         BRAHMA
                                                                                 -------------- ------------- --------------
<S>                                                                                    <C>           <C>               <C>
DIFFERENCES IN NET INCOME
-    The Antarctica transaction (difference in consideration)
     -  Amortization of goodwill                                                         80,915        63,789
     -  Depreciation of US GAAP excess purchase price                                    19,138        13,288
     -  Amortization of US GAAP intangibles                                             (14,996)      (10,148)
     -  Disposal of intangibles and excess purchase price
         related to Bavaria transaction (Note 11(b))                                                  (43,076)
     -  Other                                                                                         (57,477)
                                                                                 -------------- -------------

                                                                                         85,057       (33,624)

-    Roll up of Brahma minority shareholders                                                          293,457
-    IBANN transaction                                                                  (18,269)
-    Other acquisitions                                                                  10,883         2,247          1,722
                                                                                 -------------- ------------- --------------

    Business combinations adjustments (Note 18.2 (a))                                    77,671       262,080          1,722
                                                                                 ============== ============= ==============

DIFFERENCES ON SHAREHOLDERS' EQUITY
-    The Antarctica transaction
     -  Goodwill                                                                       (609,742)     (690,657)
     -  Excess purchase price under US GAAP                                            (178,407)     (197,545)
     -  Intangibles under US GAAP                                                       332,421       347,417
                                                                                 -------------- -------------

                                                                                       (455,728)     (540,785)

-    Roll up of Brahma minority shareholders                                            149,946       149,946
-    IBANN transaction                                                                  (29,484)
-    Other acquisitions                                                                  14,985         4,102          1,856
                                                                                 -------------- ------------- --------------

    Business combinations adjustments (Note 18.2 (b))                                  (320,281)     (386,737)         1,856
                                                                                 ============== ============= ==============
</Table>

                                      F-60
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     (i)    The Antarctica transaction

     Under Corporate law, the transaction was treated as a merger (similar to a
     pooling-of-interests under US GAAP) whereby the controlling shareholders of
     Brahma and Antarctica each contributed their shares to Aditus Participacoes
     S.A.(a dormant company which had no significant assets and simultaneously
     changed its name to AmBev), at the Brazilian Corporate law book values of
     their corresponding net assets.

     Under Corporate Law, the net assets of Antarctica were adjusted to be
     consistent with the accounting principles of Brahma, resulting in goodwill
     on the combination (Note 10). These adjustments totaled R$ 815,557 and
     resulted in an adjusted book value of the net assets of Antarctica at the
     date of the combination of R$ 586,881. Subsequent hindsight adjustments in
     2000 increased the goodwill to R$ 847,339 (Note 10). This goodwill was
     attributed to property, plant and equipment (R$ 144,579) and future
     profitability (R$ 670,978) and will be amortized over the useful lives of
     the property, plant and equipment and 10 years, respectively.

     Under US GAAP, the combination of Brahma and Antarctica was accounted for
     using the purchase method as defined by U.S. Accounting Principles Board
     Opinion (APB) No. 16, "Business Combinations," in which Brahma was the
     accounting acquirer. An acquisition date as defined by APB No.16 for US
     GAAP purposes was not obtained until April 7, 2000, the date that the
     antitrust authority approved the Controlling Shareholders' Contribution and
     the interim restrictions ceased to apply, allowing the two companies to
     proceed with their integration. For the same reasons, AmBev did not have a
     controlling financial interest in Antarctica as defined by SFAS No. 94,
     "Consolidation of all Majority-Owned Subsidiaries" until April 7, 2000.
     Although we did exercise significant influence over Antarctica, we believed
     that the restrictions in place through April 7, 2000 were sufficient to
     preclude consolidation. However, because we exercised significant influence
     over Antarctica, under US GAAP we accounted for our 100% interest in
     Antarctica under the equity method for the period between July 1, 1999 and
     March 31, 2000 ((v.i) below).

     Differences arise in 1999 between the effect on net income and
     shareholders' equity in the Brazilian Corporate law consolidation and the
     information presented under US GAAP on the equity basis of accounting due
     to the purchase accounting adjustments.

                                      F-61
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     The excess purchase consideration over the historical US GAAP book value of
     the net assets acquired and liabilities assumed was as follows:

<Table>
<Caption>
                                                                                        JULY 1,1999
                                                                                     --------------
     <S>                                                                                    <C>
     Purchase consideration (represented by the market value of Brahma shares
        equivalent to the AmBev's shares issued)                                            501,915
     Less: Antarctica's shareholders' equity under US GAAP                                  (91,193)
                                                                                     --------------

     Excess purchase consideration                                                          410,722
                                                                                     ==============
</Table>

     The excess purchase price was allocated based on independent fair value
     appraisals to complement tangible assets (US$ 130,126) and the remainder to
     trademarks, distribution networks, software and others. The fair value
     allocated to tangible assets is being depreciated over an estimated average
     useful life of 10 years, the fair value allocated to trademarks is being
     depreciated over 40 years, the distributors network over 30 years and the
     software over 5 years.

     The tax basis of Antarctica's net assets at the date of acquisition was
     equivalent to its shareholders' equity under Corporate law (Note 10 (a)).
     The adjustments arising from the harmonization of accounting principles and
     practices used by Antarctica with those adopted by the Company and by
     Brahma resulted in part of the tax basis being denominated as goodwill. The
     realization of this goodwill for tax deductibility purposes is dependent on
     future restructuring of the net assets and other tax planning measures.
     Accordingly, the tax effect of the difference between the assigned asset
     values and the tax bases of the assets and liabilities recognized in the
     business combination was not considered as a deferred tax asset.
     Effectively, a valuation allowance of R$ 279,622 was imputed against the
     tax assets at the date of the combination and which at December 31, 2001
     totals R$ 262,907 (2000 - R$ 269,686). Non-recognition of this tax asset,
     the realization of which is contingent upon future action and then current
     regulations, permitted part of the excess purchase price to be allocated to
     intangible assets for like amounts.

     (ii)   Roll up of Brahma minorities

     At Brahma's Extraordinary Shareholders' meeting on September 14, 2000,
     Brahma's common shareholders approved the combination by which all
     outstanding shares of Brahma not yet exchanged for AmBev shares were
     converted (rolled-up) into shares of the same type and class of AmBev.

                                      F-62
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     The reintegration of the Brahma shareholders, who exchanged their shares
     for AmBev shares, occurred on September 14, 2000. Under Corporate law, once
     the share exchange occurred, the share of the results of operations which,
     until the roll-up, had been recorded as minority interests were from that
     time onwards recorded as part of AmBev's results of operations and
     shareholders' equity. Under US GAAP, the share of results was allocated to
     AmBev retrospectively to January 1, 2000.

     For purposes of the US GAAP reconciliation, additional net income of R$
     293,457 was recognized under US GAAP in the year ended December 31, 2000.
     The adjustment of R$ 149,946 to shareholders' equity relates to the
     reversal of the negative goodwill under the Corporate law (Note 10).

     (iii)  IBANN transaction

     Under Corporate law, a capital gain of R$ 18,269 was recorded in income to
     reflect the difference between the net book value of assets pertaining to
     minority shareholders acquired and the appraised book value which had
     occurred three months earlier. This amount was reversed for US GAAP
     purposes. An additional adjustment of R$ 11,215 is made to shareholders'
     equity for the consideration paid under US GAAP.

     (iv)   Other acquisitions

     A number of acquisitions in prior years were treated differently under
     Corporate law compared to US GAAP. These differences arose primarily from
     bases for determining purchase considerations, fair values, allocation of
     excess purchase prices, goodwill, amortization periods and cases of
     step-acquisition accounting.

     For purposes of the US GAAP reconciliation, additional credits of R$ 7,527
     were recognized in net income under US GAAP in the year ended December 31,
     2001 (2000- R$ 2,247; 1999 - R$1,722).

     (v)    The sale of the Bavaria brand

     The difference between the Corporate law basis and the US GAAP basis of the
     assets included in the Bavaria transaction sale resulted in a difference in
     the determination of the gain / loss on disposition.

     The results of the sale under US GAAP generated an additional charge of R$
     43,076.

                                      F-63
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     (vi)   Equity in the losses of Antarctica for the six-month period ended
            December 31, 1999

     Under US GAAP, AmBev's consolidated financial information reflects our
     interest in Antarctica and the related purchase accounting adjustments
     associated with the purchase of Antarctica as of July 1, 1999. Antarctica
     was accounted for as 100% equity investment until the completion of the
     CADE review in April 2000. Thereafter, Antarctica has been fully
     consolidated and became CBB as of April 1, 2001. Under US GAAP, in AmBev,
     we recognized losses from this equity investment in the six months ended
     December 31, 1999 of R$ 451,433 and in the three months prior to the CADE
     approval and consolidation on April 1, 2000 of R$ 80,667 (equivalent amount
     under Corporate law amounted to R$ 86,412).

(e)  CONSOLIDATION OF FAHZ

     The FAHZ is a legally distinct entity for the purposes of Brazilian
     Corporate law. Under Corporate law, AmBev does not consolidate the assets
     and liabilities of the FAHZ within its financial statements. This was
     consistent with the accounting treatment adopted for The BWF in the
     financial statements of the predecessor company, Brahma. On October 27,
     2000, our employee benefit programs were restructured, the FAHZ was legally
     merged with the Brahma Welfare, and the latter ceased to exist. The FAHZ,
     the successor welfare foundations is also one of the three controlling
     shareholders of AmBev under a shareholders agreement.

     Under Corporate law, as from December 31, 2001, AmBev accounts for benefit
     obligations in accordance with NPC Standard No. 26, which applies to all
     benefits provided to retirees, including those in relation to the FAHZ. At
     December 31, 2001, AmBev recorded the accumulated obligation for the
     actuarial liability representing the contributions fund to the FAHZ of R$
     77,250 (Note 16 (d)). Prior to the implementation of NPC Standard No. 26,
     AmBev, Brahma and Antarctica expensed all pension and post-retirement
     contributions, including those made to the FAHZ, on a monthly accrual
     basis. Under US GAAP, from October 27, 2000, the fair value of the net
     assets, excluding the actuarial liability, detailed below, held by the FAHZ
     (and by its predecessor, the BWF) and its operating expenses from that
     date, were consolidated in our US GAAP consolidated balance sheet and
     statement of operations. The contribution expense recorded by AmBev in the
     year ended December 31, 2001 for amounts paid to FAHZ is eliminated on
     consolidation.

                                      F-64
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     We concluded that in substance AmBev exerted significant influence over our
     shareholder FAHZ, for the following principal reasons: (i) the assets of
     the FAHZ are not independently controlled outside the environment of AmBev
     controlling shareholders; (ii) the assets of FAHZ are substantially for the
     benefit of the employees of AmBev, although FAHZ is permitted to make
     payments on behalf of third parties, in practice few such donations are
     made; (iii) the council of trustees is self-appointed and draws on AmBev
     officers and employees; (iv) FAHZ is party to the shareholder agreement (on
     the combination of Brahma and Antarctica) providing it with the right to
     appoint four out of the eight directors of AmBev; (v) the former Brahma
     shareholders are entitled to appoint two of the seven directors of the
     FAHZ; (vi) currently five directors of AmBev are the same as five directors
     of the FAHZ; (vii) AmBev controlling shareholders are able to significantly
     influence the investment decisions of the FAHZ; and (viii) the statutes of
     AmBev permits contributions to be made up to 10% of their net income to
     FAHZ.

     Additionally, we consider that, under SEC guidance in Topic D-14, the FAHZ
     is a special purpose entity, as the activities are performed virtually
     exclusively on AmBev's behalf, AmBev makes the majority of the capital
     investment in the FAHZ, and the risks and rewards of the assets lie
     directly with AmBev, as it is this vehicle which provides benefits to
     AmBev's current and former employees.

     As the assets of the FAHZ are not segregated and restricted between active
     and retired employees, they are not considered to be plan assets as defined
     by SFAS No. 106, "Employers' Accounting for Post-retirement Benefits Other
     than Pensions", and therefore consolidated on a gross basis rather than
     offsetting AmBev's post-retirement liability. The cash and cash equivalents
     of the FAHZ are presented as restricted assets in the condensed
     consolidated US GAAP balance sheet. A substantial part of the assets are
     represented by shares in AmBev and have been reflected as treasury shares
     thereby reducing the number of outstanding shares and affecting the
     determination of earnings per share.

     Prior to the Antarctica Combination, the FAHZ owned 88.1% of the voting
     shares of Antarctica and 87.9% of the total shares of Antarctica. After the
     combination was concluded, the FAHZ owned 14.4% of the voting shares and
     6.6% of the total shares of AmBev. Following the merger of the BWF into the
     FAHZ, the latter's ownership in AmBev increased to 22.7% of the voting
     shares and 10.6% of the total shares of AmBev.

                                      F-65
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     The consolidated net assets and results of operations of the FAHZ as at and
     for the years ended December 31, 2001 and 2000 were:

<Table>
<Caption>
                                                                                              2001             2000
                                                                                    --------------    -------------
     <S>                                                                                   <C>              <C>
     Current assets
       Restricted cash                                                                     131,312           67,757
       Others                                                                               22,880           12,509
     Property and equipment                                                                 49,093           46,759
     Others assets                                                                           1,135            1,347
     Current liabilities                                                                    (2,600)          (4,290)
     Non-current liabilities                                                                (8,868)          (6,236)
                                                                                    --------------    -------------

     Net assets                                                                            192,952          117,846
                                                                                    ==============    =============

     Operating expenses                                                                    (15,372)          (6,992)
                                                                                    ==============    =============
     Operating income (loss)                                                                (9,871)          (5,834)
                                                                                    ==============    =============
     Net income (loss)                                                                      81,442           (5,834)
                                                                                    ==============    =============
</Table>

(f)  RECOGNITION OF COSTS INCURRED BY SHAREHOLDER ON BEHALF OF AmBev

     Under US GAAP, pursuant to SEC Staff Accounting Bulletin ("SAB") Topic 5-T,
     AmBev has recognized in its own operating expenses the costs incurred by
     the FAHZ on its behalf in respect of the provision of educational and
     social assistance to current employees of Antarctica and in respect of
     current employees of the FAHZ involved directly in the provision of
     assistance to Antarctica employees. An offsetting credit to shareholders'
     equity, representing a contribution to capital by the FAHZ, has been
     recognized for an amount equal to this expense. Amounts paid as employee
     benefits by the FAHZ to former employees and their beneficiaries and
     covered dependents are recognized as a reduction of the corresponding
     actuarial liability. A credit to shareholders' equity, representing a
     contribution to capital by the FAHZ, has also been recognized for an amount
     equal to the post retirement benefits paid by the FAHZ to such employees.

     No such concept exists under Corporate law.

     For purposes of the reconciliation, additional charges were recognized
     under US GAAP of R$22,193 in 2000.

                                      F-66
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(g)  PENSION AND OTHER POST-RETIREMENT BENEFITS

     In determining the pension and other post-retirement benefit obligations
     for Corporate law purposes, NPC No. 26 is effective for financial
     statements ended December 31, 2001. As permitted by the Standard, the
     transitional gain (being the difference between the plan net assets and the
     projected benefit obligation ("PBO") at that date was fully recognized as a
     direct credit to retained earnings.

     Under US GAAP, SFAS No. 87 ,"Employer's Accounting for Pensions," and SFAS
     No. 106 are effective for fiscal years beginning after 1988 and 1992,
     respectively. As from such dates, when an initial transition obligation
     determined based on an actuarial valuation was booked, actuarial gains and
     losses, as well as unexpected variations in plan assets and the ("PBO") and
     the effects of amendments, settlements and other events, have been
     recognized in accordance with these standards and therefore results in
     deferral differences. Through 1997, these amounts were treated as
     non-monetary and were indexed for inflation.

     Furthermore, under Corporate law, the Company does not consider the
     liability related to medical, dental, educational and social assistance
     provided by the FAHZ, as they are considered legally separate entities.
     Under US GAAP those liabilities are consolidated and included as post
     retirement benefits. The FAHZ provides such benefits to current and retired
     employees of AmBev and their beneficiaries and covered dependents
     approximately 40,000 beneficiaries and dependents at December 31, 2001 and
     30,180 at December 31, 2000). Additionally, contributions made by the
     Company (up to 10% of Corporate law net income) to support the FAHZ were
     accounted for as an expense or as part of the transitional obligation in
     Corporate law, whereas they were eliminated on the consolidation for US
     GAAP purposes.

                                      F-67
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     Based on the report of our independent actuary, the funded status and
     amounts recorded in our US GAAP condensed balance sheet and statement of
     operations as at and for the years ended December 31, 2001 and 2000 for our
     pension and welfare obligations to retirees in accordance with SFAS No.
     132, "Employer's Disclosures about Pensions and other "Post-retirement
     Benefits," are as follows:

<Table>
<Caption>
                                                                           PENSION BENEFITS      BENEFITS OTHER THAN PENSION
                                                               ----------------------------    -----------------------------

                                                                       2001            2000            2001             2000
                                                               ------------   -------------    ------------   --------------
     <S>                                                            <C>             <C>             <C>             <C>
     CHANGE IN BENEFIT OBLIGATION

     Net projected benefit obligation at
      beginning of year                                             237,665         166,049         185,604           55,002
     Service cost                                                     3,138           4,831
     Interest cost                                                   18,489          15,605          14,576           23,840
     Plan amendments                                                                 44,684
     Actuarial gain/loss                                             35,021          10,417          24,416         (127,747)
     Consolidation of Antarctica                                                     32,708                          251,323
     Curtailments                                                                    (9,711)
     Settlements                                                                    (10,885)
     Gross benefits paid                                            (21,526)        (16,033)        (13,594)         (16,814)
                                                               ------------   -------------    ------------   --------------

     Net projected benefit obligation at
      end of year                                                   272,787         237,665         211,002          185,604
                                                               ============   =============    ============   ==============
     CHANGE IN PLAN ASSETS

     Fair value of plan assets
      at beginning of year                                          276,589         268,835
     Actual return on plan assets                                    32,973          32,291
     Employer contributions                                           4,490             571
     Employee contributions                                           1,053           1,810
     Settlements                                                                    (10,885)
     Gross benefits paid                                            (21,526)        (16,033)
                                                              -------------   -------------
     Fair value of plan assets at
       end of year                                                  293,579         276,589
                                                               ============   =============
</Table>

                                      F-68
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
<Caption>
                                                                           PENSION BENEFITS      BENEFITS OTHER THAN PENSION
                                                               ----------------------------    -----------------------------

                                                                       2001            2000            2001             2000
                                                               ------------   -------------    ------------   --------------
     <S>                                                            <C>             <C>            <C>              <C>
     Funded status at end of year                                    20,792          38,924        (211,002)        (185,604)
     Unrecognized net
      actuarial (gain)loss                                          (21,979)        (48,299)         59,759           36,474
     Unrecognized prior service cost                                 39,779          44,684
     Unrecognized net transition
      obligation (asset)                                              1,065           1,503          17,605           19,098
                                                               ------------   -------------    ------------   --------------
     Net amount recognized
      at end of year (US GAAP)                                       39,657          36,812        (133,638)        (130,032)
                                                               ============   =============    ============   ==============

     Current position                                                                                (9,839)         (12,820)
     Long-term position                                              39,657          36,812        (123,799)        (117,212)
</Table>

     Included within the fair value of the AmBev Pension Fund's plan assets as
     of December 31, 2001 are 9,595 thousand of our preferred shares and 88,665
     thousand of our common shares with a total fair value in 2001 of R$
     42,516(2000 - R$ 46,182).

<Table>
<Caption>
                                                                           PENSION BENEFITS      BENEFITS OTHER THAN PENSION
                                                               ----------------------------    -----------------------------

     WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31                    2001            2000            2001             2000
                                                               ------------   -------------    ------------   --------------
     <S>                                                               <C>             <C>             <C>              <C>
     Discount rate                                                     8.12%           8.12%           8.12%            8.12%
     Expected return on plan assets                                    8.12%           8.12%           8.12%            8.12%
     Rate of compensation increase                                     5.10%           5.10%
     Health care cost trend on covered charges                                                         7.10%            7.10%
</Table>

                                      F-69
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     The charge in the statement of operations is comprised as follows:

<Table>
<Caption>
                                                                     PENSION BENEFITS                BENEFITS OTHER THAN PENSION
                                           ------------------------------------------   ----------------------------------------
                                                   2001           2000           1999           2001          2000          1999
                                           ------------   ------------   ------------   ------------   -----------   -----------
     <S>                                        <C>            <C>            <C>             <C>           <C>            <C>
     COMPONENTS OF NET PERIODIC
      BENEFIT COST
     Service cost                                 3,138          4,831          7,044                        1,599
     Interest cost                               18,489         15,605         12,714         14,576        23,840         4,015
     Expected return on assets                  (21,866)       (21,501)       (18,789)
     Amortization of:
      Transition obligation (asset)                 578            713            713          1,056         1,056         1,056
      Prior service cost                          4,905
      Actuarial (gain) loss                      (2,555)        (5,053)        (4,707)         1,569         1,406         1,335
     Employee contributions                      (1,193)        (3,241)        (5,029)
                                           ------------   ------------   ------------   ------------   -----------   -----------

     Total net periodic benefit cost/
     (benefit) (US GAAP)                          1,496         (8,646)        (8,054)        17,201        27,901         6,406
                                           ============   ============   ============   ============   ===========   ===========
</Table>

     Assumed health care cost trend rates have a significant effect on the
     amounts reported for the welfare plans. A one-percentage-point change in
     assumed health care cost trend rates would have the following effects (all
     other assumptions have been held constant):

<Table>
<Caption>
                                                        ONE-PERCENTAGE-POINT INCREASE              ONE-PERCENTAGE-POINT DECREASE
                                           ------------------------------------------   ----------------------------------------
                                                   2001           2000           1999           2001          2000          1999
                                           ------------   ------------   ------------   ------------   -----------   -----------
     <S>                                         <C>            <C>            <C>            <C>           <C>           <C>
     SENSITIVITY OF RETIREE WELFARE RESULTS
     On total service and interest cost
      components                                   (729)          (575)          (467)          (611)         (496)         (402)
     On post-retirement benefit
      obligation                                 (8,975)        (7,081)        (5,758)        (7,256)       (6,110)       (4,949)
</Table>

     For purposes of the reconciliation, additional liability related to other
     post retirement benefits was recognized, under US GAAP, of R$ 21,093 in
     2001, R$ 130,331 in 2000 and R$ 12,044 in 1999.

     Regarding pension costs, under US GAAP we recognized an additional asset of
     R$ 18,865 in 2001, R$ 37,965 in 2000 and R$ 39,498 in 1999.

                                      F-70
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(h)  EARNINGS PER SHARE

     Under Corporate law, net income per share is calculated on the number of
     shares outstanding at the balance sheet date. Information is disclosed per
     lot of one thousand shares, because generally this is the minimum number of
     shares that can be traded on the Brazilian stock exchanges. The 10% premium
     to which preferred shareholders are entitled on distributed earnings is not
     allocated on calculating EPS under Corporate law.

     Under US GAAP, since the preferred and common shareholders have different
     voting and liquidation rights, Basic and Diluted earnings per share have
     been calculated using the "two-class" method, pursuant to SFAS No. 128,
     "Earnings per Share" which provides computation, presentation and
     disclosure requirements for earnings per share. The "two-class" method is
     an earnings allocation formula that determines earnings per share for
     preferred and common stock according to the dividends to be paid as
     required by the Company's by-laws and participation rights in undistributed
     earnings. Basic earnings per common share is computed by dividing net
     income by the weighted-average number of common and preferred shares
     outstanding during the period.

     The tables below present the determination of net income (loss) available
     to common and preferred shareholders and weighted average common and
     preferred shares outstanding used to calculate basic and diluted earnings
     (losses) per share for each of the years presented.

     Purchases of shares by the BWF and the consolidation of the FAHZ and the
     BWF have had the effect of reducing the number of outstanding shares.

     For purposes of computing diluted earnings per share, stock options are
     assumed to be converted into preferred or common shares as of the date of
     issuance of the security using the treasury stock method.

     All references to the number of preferred and common shares and per share
     amounts have been restated to give retroactive effect to the stock split
     (Note 15 (a)(ii)) for all periods presented.

                                      F-71
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
<Caption>
     UNDER US GAAP                                                                                                           AmBev
                                                      ----------------------------------------------------------------------------

                                                                                        2001                                  2000
                                                      -------------------------------------- -------------------------------------

                                                        PREFERRED       COMMON         TOTAL    PREFERRED      COMMON        TOTAL
                                                      -----------  -----------  ------------  -----------  ----------  -----------
     <S>                                               <C>          <C>           <C>          <C>         <C>          <C>
     BASIC NUMERATOR
      Actual dividends declared                           166,991       83,494       250,485      113,106      66,912      180,018
      Basic allocated undistributed earnings (losses)     393,073      196,535       589,608      439,311     259,917      699,228
                                                      -----------  -----------  ------------  -----------  ----------  -----------
      Allocated net income (loss) available for
       common and preferred shareholders                  560,064      280,029       840,093      552,417     326,829      879,246
                                                      ===========  ===========  ============  ===========  ==========  ===========

     BASIC DENOMINATOR (IN THOUSAND OF SHARES)
     Weighted average shares - AmBev                   22,762,796   15,886,560    38,649,356   22,175,969  15,971,955   38,147,924
     Weighted average shares held by FAHZ/ BWF           (471,675)  (3,626,607)   (4,098,282)    (256,245) (1,706,632)  (1,962,877
                                                      -----------  -----------  ------------  -----------  ----------  -----------
      Weighted average outstanding shares, net         22,291,121   12,259,953    34,551,074   21,919,724  14,265,323   36,185,047
                                                      ===========  ===========  ============  ===========  ==========  ===========

      Basic earnings (losses) per thousand
       shares - US GAAP (*) - (whole REAIS ) - R$           25.12        22.84                      25.20       22.91
                                                      ===========  ===========                ===========  ==========

     DILUTED NUMERATOR
      Actual dividends declared                           168,064       82,421       250,485      114,668      65,350      180,018
      Diluted allocated undistributed earnings
       (losses)                                           395,601      194,007       589,608      445,396     253,832      699,228
                                                      -----------  -----------  ------------  -----------  ----------  -----------
      Allocated net income (loss) available for
       common and preferred shareholders                  563,665      276,428       840,093      560,064     319,182      879,246
                                                      ===========  ===========  ============  ===========  ==========  ===========
     DILUTED DENOMINATOR
      Stock options                                       435,511                                 784,006
      Warrants                                                                                    386,795     209,948
                                                      -----------  -----------                -----------  ----------

     Diluted weighted average shares (in thousands)    22,726,632   12,259,953    34,986,585   23,090,525  14,475,271   37,565,796
                                                      ===========  ===========  ============  ===========  ==========  ===========

     Diluted earnings (losses) per thousand
      shares - US GAAP (*) - (whole REAIS ) - R$            24.80        22.55                      24.26       22.05
                                                      ===========  ===========                ===========  ==========

<Caption>
     UNDER US GAAP                                                                           AmBev
                                                              ------------------------------------

                                                                                              1999
                                                              ------------------------------------

                                                                PREFERRED      COMMON        TOTAL
                                                              -----------  ----------  -----------
     <S>                                                       <C>         <C>          <C>
     BASIC NUMERATOR
      Actual dividends declared                                   130,410      66,906      197,316
      Basic allocated undistributed earnings (losses)            (241,443)   (129,569)    (371,012)
                                                              -----------  ----------  -----------
      Allocated net income (loss) available for
       common and preferred shareholders                         (111,033)    (62,663)    (173,696)
                                                              ===========  ==========  ===========

     BASIC DENOMINATOR (IN THOUSAND OF SHARES)
     Weighted average shares - AmBev                           21,344,617  13,273,064   34,617,681
     Weighted average shares held by FAHZ/BWF                    (171,052) (1,323,697)  (1,494,749)
                                                              -----------  ----------  -----------

      Weighted average outstanding shares, net                 21,173,565  11,949,367   33,122,932
                                                              ===========  ==========  ===========

      Basic earnings (losses) per thousand
       shares - US GAAP (*) - (whole REAIS) - R$                    (5.24)      (5.24)
                                                              ===========  ==========

     DILUTED NUMERATOR
      Actual dividends declared                                   131,919      65,397      197,316
      Diluted allocated undistributed earnings
       (losses)                                                  (244,320)   (126,692)    (371,012)
                                                              -----------  ----------  -----------
      Allocated net income (loss) available for
       common and preferred shareholders                         (112,401)    (61,295)    (173,696)
                                                              ===========  ==========  ===========

     DILUTED DENOMINATOR
      Stock options                                               737,065
      Warrants                                                    473,515     257,025
                                                              -----------  ----------

      Diluted weighted average shares (in thousands)           22,384,145  12,206,392   34,590,537
                                                              ===========  ==========  ===========

      Diluted earnings (losses) per thousand
       shares - US GAAP (*) - (whole REAIS) - R$                    (5.02)      (5.02)
                                                              ===========  ==========
</Table>

     (*)  Preferred shareholders are entitled to receive per share dividends of
          at least 10% greater than the per share dividends paid to common
          shareholders. Undistributed earnings, therefore, have been allocated
          to common and preferred shareholders on a 100 to 110 basis,
          respectively, based upon the weighted average number of shares
          outstanding during the period to total shares (allocation percentage).
          Common and preferred shareholders share equally in undistributed
          losses.

                                      F-72
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(i)  COMPREHENSIVE INCOME

     Under Corporate law, the concept of comprehensive income is not recognized.

     Under US GAAP, SFAS No. 130, "Reporting Comprehensive Income," requires the
     disclosure of comprehensive income. Comprehensive income is comprised of
     net income and "other comprehensive income" that include charges or credits
     directly to equity which are not the result of transactions with owners.
     For AmBev, the only component of the comprehensive income is the adjustment
     related to the gains and losses arising on the translation to REAIS of the
     financial statements of foreign subsidiaries upon consolidation. Under
     Corporate law, these gains and losses are recorded directly in AmBev's
     statements of operations.

<Table>
<Caption>
                                                                      YEAR ENDED DECEMBER 31
                                                --------------------------------------------

                                                        2001            2000            1999
                                                ------------    ------------    ------------
     <S>                                             <C>             <C>            <C>
     Net income (loss)                               840,093         879,246        (173,696)
     Foreign exchange gain/(loss) from
       translation of foreign subsidiaries            35,001          12,557          57,265
                                                ------------    ------------    ------------

     Comprehensive income (loss)                     875,094         891,803        (116,431)
                                                ============    ============    ============
</Table>

(j)  INCOME TAXES

     Under Corporate law, the Company fully accrues for deferred income taxes on
     temporary differences between the Corporate law and tax records. Deferred
     tax assets must be recognized if it is probable that sufficient taxable
     profit will be available against which the temporary differences can be
     utilized.

     Under US GAAP, a deferred tax asset is recognized in full, but is then
     reduced by a valuation allowance if it is more likely than not that some
     portion or all of the deferred tax asset will not be realized.

                                      F-73
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     We use different tax rates to calculate deferred taxes for Corporate law
     and US GAAP. In Brazil, the tax law is sometimes significantly altered by
     provisional measures ("MEDIDAS PROVISORIAS") announced by Presidential
     decree. These measures remained in force for 30 days and expired
     automatically if they were not extended for an additional period. When
     calculating the effect of tax changes or other changes on deferred income
     taxes in Brazil, the provisional measures are substantively considered as
     enacted law. US GAAP only allows for enacted tax rates in determining
     deferred taxes; however, the provisional measure, to the extent it has not
     lapsed, is used for determining the amount of current tax payable. As from
     October 2001, as a result of a change in law approved by the Brazilian
     Congress, pre-existing provisional measures no longer expire and have been
     treated as enacted for deferred tax calculation purposes. Therefore, no
     differences between Corporate law and US GAAP remain in this regard.

     For purposes of the reconciliation, additional charges were recognized in
     the income statement under US GAAP of R$ 19,720 in 2000 and R$ 7,280 in
     1999.

(k)  PROVISION FOR DIVIDENDS AND NOTIONAL INTEREST ATTRIBUTABLE TO OWN CAPITAL

     Under Corporate law, at each year-end, management is required to propose a
     dividend distribution from earnings and accrue for this in the financial
     statements. Under Corporate law, companies are permitted to distribute or
     capitalize an amount of interest, subject to certain limitations,
     calculated based on a government interest rate, on shareholders' equity.
     Such amounts are deductible for tax purposes and are presented as a
     deduction from shareholders' equity.

     Under US GAAP, since proposed dividends may be ratified or modified at the
     annual Shareholders' Meeting, such dividends would not be considered as
     declared at the balance sheet date and would therefore not be accrued.
     However, interim dividends paid or interest credited to shareholders as
     capital remuneration under Brazilian legislation would be considered as
     declared for US GAAP purposes.

     For purposes of the reconciliation, the December 31, 2001 provision of R$
     52,000 for proposed dividends was reversed under US GAAP.

                                      F-74
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(l)  STOCK OWNERSHIP PLANS

     Under Corporate law, stock options granted do not result in any expense
     being recorded. As the options are exercised, the purchase of the stock by
     the employees is recorded as an increase in capital stock for the amount of
     the purchase price.

     Under US GAAP, in accordance with APB 25, "ACCOUNTING FOR STOCK ISSUED TO
     EMPLOYEES", the employee stock option is deemed to give rise to
     compensation expense to the extent of the excess market price of the shares
     over the option price to employees. Since the ultimate option price is not
     known until the date of exercise (Note 15 (g)), the plan is considered a
     variable plan. In a variable plan, compensation cost is measured at each
     year-end between the grant date and the measurement date, based upon
     incremental changes in the market value of the company's stock.
     Compensation cost is calculated at the end of each year using the expected
     number of options or awards outstanding. These options or awards are
     multiplied by the year-end market price less the employees' expected share
     price. The incremental change in compensation cost is then amortized as a
     charge to expense over the periods in which the employees perform the
     related services; such periods normally include a vesting period.

     In addition, under US GAAP pro forma disclosures of net income and earnings
     per share are presented under the fair value method of accounting. Under
     this method, fair value is determined using an option-pricing model
     (Black-Scholes) which takes into account the stock price at the grant date,
     the exercise price, the expected life of the option, the volatility of the
     underlying stock, the expected dividends, and the risk-free interest rate
     over the expected life of the option.

     For purposes of the reconciliation, additional charges were recognized
     under US GAAP of R$ 10,021 in 2001, R$ 8,354 in 2000 and R$ 7,798 in 1999.

                                      F-75
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(m)  ADVANCES TO EMPLOYEES FOR PURCHASE OF SHARES

     Under Corporate law, we finance employees and directors, to purchase shares
     in accordance with the stock ownership plan. These advances are recorded as
     an asset and the interest accrued credited to income.

     Under US GAAP, the loan is reported as a deduction from shareholders'
     equity.

     For purposes of the reconciliation, shareholders' equity is reduced under
     US GAAP by R$ 215,248 in 2001, R$ 165,151 in 2000 and R$ 89,038 in 1999.

(n)  ITEMS POSTED DIRECTLY TO SHAREHOLDERS' EQUITY ACCOUNTS - TAX INCENTIVES

     Under the Corporate law, tax incentives received by the parent company are
     posted directly to shareholders' equity. Under U.S. GAAP, such items would
     be posted to the statement of operations.

     For purposes of the reconciliation, a credit was recognized under US GAAP
     of R$ 24,554 in 1999.

(o)  CONSOLIDATION OF HOHNECK AND AmBev STAND ALONE

     In addition to Brahma and Antarctica, under U.S. GAAP, Ambev had one
     further subsidiary at December 31, 1999, Hohneck, which in addition to
     Ambev's own net assets held in the parent company were adjusted in the
     reconciliation.

(p)  CLASSIFICATION OF STATEMENT OF OPERATIONS LINE ITEMS

     Under Corporate law, in addition to the issues noted above, the
     classification of certain income and expense items is presented differently
     from US GAAP. We have recast our statement of operations under the
     Corporate law to present a condensed statement of operations in accordance
     with US GAAP (Note 18(b)). The reclassifications are summarized as follows:

     (i)    interest income and interest expense, together with other financial
            charges, are displayed within operating income in the statement of
            operations presented in accordance with the Corporate law. Such
            amounts have been reclassified to non-operating income and expenses
            in the condensed statement of operations in accordance with US GAAP;

                                      F-76
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     (ii)   under the Corporate law, gains and losses on the disposal or
            impairment of permanent assets are classified as non-operating
            income (expense). Under US GAAP, gains and losses on the disposal or
            impairment of property, plant and equipment are classified as an
            adjustment to operating income;

     (iii)  the net income (loss) differences between the Corporate law and US
            GAAP (Note 18.2), were incorporated in the statement of operations
            in accordance with US GAAP;

     (iv)   employee profit sharing expenses have been classified after
            non-operating expenses in the consolidated statement of operations
            in accordance with Corporate law. Such amounts have been
            reclassified to operating expenses in the condensed consolidated
            income statement in accordance with US GAAP;

     (v)    under Corporate law, certain credits arising from sales tax are
            recorded in operating income. Under US GAAP these are adjusted
            against net sales, as a Sales tax deduction;

     (vi)   under Corporate law, jointly controlled entities must be
            consolidated using the proportional consolidation method.
            Proportional consolidation requires that the share of the assets,
            liabilities, income and expenses are combined on a line-by line
            basis with similar items in the Company's financial statements.
            Under US GAAP, jointly controlled entities are recorded under the
            equity method. The prorated accounts of our jointly controlled
            investees have not been combined in the condensed consolidated US
            GAAP balance sheet and statements of operations

     (vii)  under Corporate law, shipping and handling costs, representing R$
            194,928, R$ 138,444 and R$ 91,200, respectively for the years ended
            December 31, 2001, 2000, and 1999, are expensed as incurred and
            classified as selling expenses in the income statement. Under US
            GAAP, accordingly to the requirements of the Emerging Issues Task
            Force (`EITF") Issue No. 00-10, these expenses were reclassified to
            cost of sales;

     (viii) in order to obtain more prominent and accessible shelf space for the
            consumer, AmBev pays distributors and retailers to place our
            products in premium positions. The Company also pays bonuses and
            give discounts to increase sales, normally processed in the form of
            cash payments or additional products. Under Corporate law, these
            costs are classified as selling and marketing expenses. Under US
            GAAP, accordingly to the EITF 01-09 these costs are reclassified
            reducing net revenues; and

                                      F-77
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

     (ix)   under Corporate law, in 2000, the results of Antarctica were
            consolidated, line by line, for the whole year while under US GAAP,
            the consolidation became effective only as from April 1. Up to that
            date, under US GAAP, the results of Antarctica were recognized as an
            equity pick-up.

     (x)    Under Corporate law, gains and losses on the disposal of permanent
            assets are classified as non-operating income (expense). Under US
            GAAP, gains and losses on the disposal of permanent assets are
            classified as an adjustment to operating income.

(q)  CLASSIFICATION OF BALANCE SHEET LINE ITEMS

     Under Corporate law, the classification of certain balance sheet items is
     presented differently from US GAAP. We have recast our consolidated balance
     sheet under the Corporate law to present a condensed consolidated balance
     sheet in accordance with US GAAP (Note 18(a)). The reclassifications are
     summarized as follows:

     (i)     under US GAAP certain deferred charges were reclassified to
             property, plant and equipment and intangible assets, accordingly to
             their nature.

     (ii)    under Corporate law, deferred income taxes are not netted and
             assets separately from liabilities. For US GAAP purposes, deferred
             tax assets and liabilities are netted and classified as current or
             non-current based on the classification of the underlying temporary
             difference;

                                      F-78
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

18.2 RECONCILIATION OF THE DIFFERENCES BETWEEN CORPORATE LAW AND US GAAP

(a)  NET INCOME

<Table>
<Caption>
                                                                                                         YEARS ENDED DECEMBER 31,
                                                                                    ---------------------------------------------

                                                                             Ref            2001            2000             1999
                                                                                    ------------    ------------    -------------
                                                                            NOTE
                                                                            18.1                       SUCCESSOR      PREDECESSOR
                                                                                    ----------------------------    -------------
    <S>                                                                      <C>         <C>             <C>             <C>
    NET INCOME UNDER CORPORATE LAW- AmBev/ BRAHMA                                        784,568         470,182          322,295

      Depreciation of additional indexation of permanent assets              (a)         (22,649)        (32,758)         (37,048)
        from 1995 to 1997
      Capitalized interest, net of amortization                              (b)          (2,403)         (2,403)          (2,403)
      Deferred charges, net of amortization                                  (c)            (384)         57,075           34,930
      Business combination adjustments                                       (d)          77,671         262,080            1,722
      Consolidation of welfare foundations (FAHZ/BWF)                        (e)          45,194          (5,834)         (11,501)
      Pension plan                                                           (g)           2,845          31,652           26,121
      Other post-retirement benefits                                         (g)          (3,606)        133,736           (3,989)
      Foreign exchange gain/loss from translation of foreign                 (i)         (35,001)        (12,557)         (57,265)
        subsidiaries
      Compensation expense from stock options                                (l)         (10,021)         (8,354)          (7,798)
      Tax incentives                                                         (n)                                           24,554
      Deferred income tax rates not enacted                                  (j)          27,000         (19,720)          (7,280)
      Minority interest on adjustments above                                                (967)        (57,388)            (653)
      Deferred income tax on adjustments above                                           (22,154)         79,983           (3,948)
                                                                                                                    -------------

    NET INCOME UNDER US GAAP - BRAHMA (1999)                                                                              277,737
                                                                                                                    -------------

      FAHZ expenses pushed-down                                              (f)                         (22,193)
      Equity in losses of Antarctica under US GAAP - six months              (d)
       to December 31, 1999; three months to March 31, 2000                                              (80,667)        (451,433)
      Losses of Antarctica consolidated in AmBev under
       Corporate law three-months to March 31, 2000                          (d)                          86,412

                                                                                     -----------    ------------    -------------
    NET INCOME (LOSS) UNDER US GAAP - AmBev (2001/2000/1999)                             840,093         879,246         (173,696)
                                                                                    ============    ============    =============
</Table>

                                      F-79
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(b)  SHAREHOLDERS' EQUITY

<Table>
<Caption>
                                                                                                         YEARS ENDED DECEMBER 31,
                                                                                    ---------------------------------------------

                                                                             Ref            2001            2000             1999
                                                                                    ------------    ------------    -------------
                                                                            NOTE           AmBev           AmBev           BRAHMA
                                                                            18.1
     <S>                                                                     <C>       <C>             <C>              <C>
     SHAREHOLDERS' EQUITY UNDER CORPORATE LAW - AmBev/ BRAHMA                          3,363,437       3,076,945        1,606,375

       Additional indexation of permanent assets from 1995 to 1997, net      (a)         148,990         171,640          204,398
       Capitalized interest, net of amortization                             (b)          10,468          12,871           15,273
       Reversal of deferred charges, net of amortization                     (c)        (192,852)       (192,469)         (58,340)
       Business combination adjustments                                      (d)        (320,281)       (386,737)           1,856
       Consolidation of welfare foundations                                  (e)         213,286         136,064           35,109
       Pension plan                                                          (g)          18,865          36,812           37,868
       Other post retirement benefits                                        (g)         (21,093)       (130,032)         (12,445)
       Reversal of dividends not yet declared                                (k)          52,000
       Advances to employees for purchase of shares                          (m)        (215,248)       (165,151)         (89,038)
       Minority interest on adjustments above                                             (2,770)         (1,803)          (7,512)
       Deferred income tax rate not enacted                                  (j)                         (27,000)          (7,280)
       Deferred income tax on adjustments                                               (214,929)       (152,980)         (71,348)
                                                                                                                    -------------

     SHAREHOLDERS' EQUITY UNDER US GAAP - BRAHMA (1999)                                                                 1,654,916
                                                                                                                    -------------

       Equity in losses of Antarctica - six months                           (b)                                           43,798
       Consolidation of Hohneck a subsidiary of AmBev                        (o)                                          (73,828)
       Consolidation of the net assets of the parent                         (o)                                            3,799
       company, AmBev
                                                                                    ------------    ------------    -------------
     SHAREHOLDERS' EQUITY UNDER US GAAP- AmBev (2001/ 2000/ 1999)                      2,839,873       2,378,160        1,628,685
                                                                                    ============    ============    =============
</Table>

                                      F-80
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

18.3 US GAAP SUPPLEMENTARY INFORMATION

(a)  PROPERTY, PLANT AND EQUIPMENT

<Table>
<Caption>
                                                                                                            2001             2000
                                                                                                    ------------    -------------
     <S>                                                                                              <C>              <C>
     Property, plant and equipment                                                                     6,589,637        7,010,975
     Accumulated depreciation                                                                         (3,473,485)      (3,560,889)
                                                                                                    ------------    -------------

     Property, plant and equipment, net                                                                3,116,152        3,450,086
                                                                                                    ============    =============

     Total assets                                                                                     10,195,864        7,742,997
                                                                                                    ============    =============
</Table>

(b)  RECENT US GAAP ACCOUNTING PRONOUNCEMENTS

     In June 2001, the FASB issued Statement of Financial Accounting Standards
     ("SFAS") No. 141 "Business Combinations" and SFAS No. 142. SFAS No. 141 is
     effective for combinations initiated after June 30, 2001 and requires the
     use of the purchase method in accounting for business combinations. SFAS
     No. 142 is effective for fiscal years beginning after December 15, 2001 and
     requires companies to test all goodwill and indefinite-lived intangible
     assets for impairment and to cease amortization of such assets. We intend
     to adopt SFAS No. 142 beginning January 1, 2002. In accordance with SFAS
     No. 142, the Company will perform an evaluation of its intangibles in the
     financial statement prepared at time of adoption.

     In August 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment
     or Disposal of long-lived Assets", which addresses the accounting and
     reporting for the impairment or disposal of long-lived assets. SFAS No. 144
     supersedes SFAS No. 121, "Accounting for the Impairment of long-lived
     Assets and for long-lived Assets to be Disposed Of", but retains SFAS No.
     121's fundamental provisions for recognition/ measurement of impairment of
     long-lived assets to be held and used and measurement of long-lived assets
     to be disposed of by sale. SFAS No. 144 is effective for fiscal years
     beginning after December 15, 2001. The Company does not expect SFAS No. 144
     to have a material impact on the Company's financial statements upon
     adoption.

                                      F-81
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(c)  PRO FORMA FAIR VALUE EFFECTS OF STOCK OWNERSHIP PLAN

     We have calculated the pro forma effects of accounting for the stock
     ownership plan in accordance with SFAS No. 123, "Accounting for Stock Based
     Compensation." Had compensation cost for the Plan been determined based on
     the fair value at the grant date in accordance with the provisions of SFAS
     No. 123, our US GAAP net income and earnings per thousand shares would have
     been as follows:

<Table>
<Caption>
                                                                                           2001             2000             1999
                                                                                 --------------    -------------    -------------
     <S>                                                                                <C>              <C>             <C>
     Net income (loss) - pro forma (US GAAP)                                            822,930          862,176         (198,630)

     Earnings (losses) per thousand shares - pro forma
     (whole REAIS ) - R$
             Basic
                       Preferred                                                          24.61            24.71            (5.79)
                       Common                                                             22.37            22.47            (6.35)
             Diluted
                       Preferred                                                          24.30            23.78            (5.48)
                       Common                                                             22.09            21.62            (6.22)
</Table>

     These pro forma results are not necessarily indicative of future amounts.

     The fair value of each option granted was estimated on the date of grant
     using the Black-Scholes option-pricing model with the following weighted
     average assumptions used for grants in 2001: dividend yield 1.6% (2000 -
     5%; 1999 - 19%), expected volatility 43% (2000 - 49%; 1999 - 48%),
     risk-free interest rate-nominal terms - 19.1% (2000 - 16.5%, 1999 - 19.0%)
     and expected lives of three years for all periods.

                                      F-82
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
<Caption>
                                                                                           2001             2000             1999
                                                                                 --------------    -------------    -------------
     <S>                                                                                 <C>              <C>              <C>

     Fair value of stock options granted in the year
      measured using the Black & Scholes method
           (R$ per thousand shares)                                                      199.62           311.18            68.07
                                                                                 ==============    =============    =============

     Market value of options granted in the year                                         99,760           20,693           44,790
                                                                                 ==============    =============    =============
</Table>

18.4 US GAAP CONDENSED FINANCIAL INFORMATION

     Based on the reconciling items and discussion above, the AmBev consolidated
     balance sheet, statement of operations, and statement of changes in
     shareholders' equity under US GAAP have been recast in condensed format as
     follow:

(a)  CONDENSED BALANCE SHEET UNDER US GAAP

<Table>
<Caption>
     ASSETS                                                                                                 2001             2000
                                                                                                   -------------    -------------
     <S>                                                                                               <C>              <C>
     Current assets
        Cash and cash equivalents                                                                      2,315,582          555,968
        Restricted cash - FAHZ                                                                           131,312           67,756
        Trading securities                                                                               126,927          452,886
        Trade accounts receivable, net                                                                   792,038          670,190
        Taxes recoverable                                                                                329,446          227,175
        Inventories                                                                                      806,320          590,226
        Deferred income tax                                                                               37,930           19,757
        Prepaid expenses and other                                                                       208,886          146,908
                                                                                                   -------------    -------------

                                                                                                       4,748,441        2,730,866
                                                                                                   -------------    -------------
     Investments
        Investment in affiliates                                                                          97,414           55,032
        Other                                                                                             42,320           39,178
                                                                                                   -------------    -------------

                                                                                                         139,734           94,210
                                                                                                   -------------    -------------

     Goodwill and intangible assets, net                                                                 581,647          278,360
                                                                                                   -------------    -------------
     Property, plant and equipment                                                                     3,116,152        3,450,087
                                                                                                   -------------    -------------
</Table>

                                      F-83
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
<Caption>
     ASSETS                                                                                                 2001             2000
                                                                                                   -------------    -------------
     <S>                                                                                              <C>               <C>
     Other assets
        Receivables from affiliated companies                                                             54,529           89,978
        Prepaid expenses                                                                                  81,285           35,808
        Deferred income tax                                                                              868,507          724,518
        Other taxes recoverable                                                                          177,453           40,571
        Prepaid pension cost                                                                              39,657           36,812
        Restricted deposits for legal proceedings                                                        177,159          100,480
        Tax incentive investments and deposits                                                            54,908           64,393
        Assets held for sale                                                                             117,738           63,736
        Other                                                                                             38,654           33,178
                                                                                                   -------------    -------------

     Total assets                                                                                     10,195,864        7,742,997
                                                                                                   =============    =============

<Caption>
     LIABILITIES AND SHAREHOLDERS' EQUITY                                                                   2001             2000
                                                                                                   -------------    -------------
     <S>                                                                                              <C>               <C>
     Current liabilities
        Suppliers                                                                                        562,568          574,530
        Payroll and related charges                                                                      140,818          115,400
        Taxes on income payable                                                                           67,496           26,436
        Other taxes payable                                                                              592,543          495,401
        Short-term debt and sales tax deferrals                                                        1,405,023          826,098
        Current portion of long-term debt                                                                280,342          381,559
        Interest attributed to shareholders' equity payable                                              106,133          140,906
        Other                                                                                            130,041           98,534
                                                                                                   -------------    -------------

                                                                                                       3,284,964        2,658,864
                                                                                                   -------------    -------------
     Long-term liabilities
        Long-term debt                                                                                 2,610,570          792,189
        Accrued liability for contingencies                                                              653,029          608,088
        Sales tax deferrals                                                                              580,691          603,028
        Post-retirement benefits                                                                         123,799          130,032
        Other                                                                                             14,798           58,357
                                                                                                   -------------    -------------

                                                                                                       3,982,887        2,191,694
                                                                                                   -------------    -------------

     Minority interest                                                                                    88,140          514,280
                                                                                                   -------------    -------------

     Shareholders' equity                                                                              2,839,873        2,378,159
                                                                                                   -------------    -------------

     Total liabilities and shareholders' equity                                                       10,195,864        7,742,997
                                                                                                   =============    =============
</Table>

                                      F-84
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

(b)  CONDENSED STATEMENT OF OPERATIONS UNDER US GAAP

<Table>
<Caption>
                                                                                           2001             2000             1999
                                                                                 --------------    -------------    -------------
     <S>                                                                             <C>              <C>              <C>
     GROSS SALES                                                                     12,865,426       10,379,897        6,696,465
     Value-added and other taxes, discounts and returns                              (6,299,080)      (5,558,416)      (3,513,857)
                                                                                 --------------    -------------    -------------

     NET SALES                                                                        6,566,346        4,821,481        3,182,608

     Cost of sales                                                                   (3,676,001)      (2,717,502)      (1,981,205)
                                                                                 --------------    -------------    -------------

     GROSS PROFIT                                                                     2,890,345        2,103,979        1,201,403

     OPERATING INCOME (EXPENSES)
      Selling and marketing                                                            (837,669)        (680,219)        (472,619)
      General and administrative                                                       (631,748)        (535,236)        (355,330)
      Other operating (expense) income, net                                            (111,895)        (145,143)         (42,927)
                                                                                 --------------    -------------    -------------

     OPERATING INCOME                                                                 1,309,033          743,381          330,527
                                                                                 --------------    -------------    -------------

     NON-OPERATING INCOME (EXPENSES)
      Financial income                                                                  355,247          302,400          707,368
      Financial expenses                                                               (850,483)        (568,320)        (801,608)
      Other non-operating (expense) income, net                                          (5,134)           8,055          (18,485)
                                                                                 --------------    -------------    -------------

     INCOME (LOSS) BEFORE INCOME TAX, EQUITY IN
      AFFILIATES AND MINORITY INTEREST                                                  808,663          485,516          217,802
                                                                                 --------------    -------------    -------------

     INCOME TAX BENEFIT (EXPENSE)
      Current                                                                          (101,914)        (186,758)          68,904
      Deferred                                                                          128,505          655,215          (24,176)
                                                                                 --------------    -------------    -------------

                                                                                         26,591          468,457           44,728
     INCOME BEFORE EQUITY IN AFFILIATES AND MINORITY INTEREST                           835,254          953,973          262,530
                                                                                 --------------    -------------    -------------

      Equity in earnings (losses) of affiliates                                          15,520           41,257            1,978
      Equity in losses of Antarctica (Note 18.1(d)(i))                                                  (80 ,667)        (451,433)
      Minority interest                                                                 (10,681)         (35,318)          13,230
                                                                                 --------------    -------------    -------------

     NET INCOME (LOSS)                                                                  840,093          879,245         (173,695)
                                                                                 ==============    =============    =============
</Table>

                                      F-85
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
<Caption>
                                                                                           2001             2000             1999
                                                                                 --------------    -------------    -------------
     <S>                                                                            <C>               <C>              <C>
     EARNINGS (LOSSES) PER THOUSAND AmBev SHARES
        Basic
           Preferred shares                                                               25.13            25.20            (5.24)
           Common shares                                                                  22.84            22.91            (5.24)
        Diluted
           Preferred shares                                                               24.80            24.26            (5.02)
           Common shares                                                                  22.55            22.05            (5.02)

     WEIGHTED AVERAGE SHARES OF AmBev OUTSTANDING
     (IN THOUSANDS)

        Basic
           Preferred shares                                                          22,291,121       21,919,724       21,173,565
           Common shares                                                             12,259,953       14,265,323       11,949,367
        Diluted
           Preferred shares                                                          22,726,632       23,090,525       22,384,145
           Common shares                                                            12,259, 953       14,475,271       12,206,392
</Table>

(c)  CONDENSED CHANGES IN SHAREHOLDERS' EQUITY UNDER US GAAP

<Table>
<Caption>
                                                                                                          YEARS ENDED DECEMBER 31
                                                                                 ------------------------------------------------

                                                                                           2001             2000             1999
                                                                                 --------------    -------------    -------------
     <S>                                                                              <C>              <C>              <C>
     AT BEGINNING OF THE YEAR                                                         2,378,159        1,628,685        1,488,423
        Capital increase                                                                379,039                            15,298
        Treasury shares acquired                                                       (495,250)        (923,289)          (4,486)
        Additional paid-in capital                                                       (1,194)       1,130,712          464,554
        Premium received on sale of options                                               4,866
        Advances for employees to purchase of shares                                    (50,097)         (76,113)         (12,203)
        Return of capital                                                                               (111,838)
        Cancellation of shares                                                                                             (6,019)
        Translation adjustment                                                           35,001           12,557           57,266
        Net income (loss)                                                               840,093          879,245         (173,695)
        Dividends and interest attributed to shareholders' equity declared             (250,744)        (161,800)        (200,453)
                                                                                 --------------    -------------    -------------

     AT END OF THE YEAR                                                               2,839,873        2,378,159        1,628,685
                                                                                 ==============    =============    =============
</Table>

                                      F-86
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

19   SEGMENT REPORTING

     Under Corporate law, no separate segment reporting is required.

     Under US GAAP, SFAS No. 131, "Disclosures about Segments of an Enterprise
     and Related Information," defines operating segments as components of an
     enterprise for which separate financial information is available and
     evaluated regularly as a means for assessing segment performance and
     allocating resources to segments. A measure of profit or loss, total assets
     and other related information are required to be disclosed for each
     operating segment. In addition, this standard requires the annual
     disclosure of information concerning revenues derived from the enterprise's
     products or services, countries in which it earns revenues or hold assets,
     and major customers. AmBev's business is comprised of two main segments:
     beer and soft drinks, which together accounted for 95% of AmBev's net sales
     in 2001( 2000 - 98% of net sales in 2000 and 97% net sales in 1999).

     SFAS No. 131 requires that segment data be presented in the US GAAP
     financial statements on the basis of the internal information that is used
     by management for making operating decisions, including allocation of
     resources among segments, and segment performance. This information is
     derived from its statutory accounting records which are maintained in
     accordance with Corporate law. Certain expenses were not allocated to the
     segments. These unallocated expenses are corporate overheads, minority
     interests, income taxes and financial interest income and expense. Certain
     operating units do not separate operational expenses, total assets,
     depreciation and amortization. These amounts were allocated based on gross
     sales revenue.

                                      F-87
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
<Caption>
                                                                            2001             2000             1999
                                                                  --------------    -------------    -------------

                                                                           AmBev            AmBev           BRAHMA
                                                                  --------------    -------------    -------------
     <S>                                                              <C>              <C>              <C>
     NET SALES
        Beer                                                           5,238,945        4,288,078        2,741,000
        Soft Drinks                                                      967,023          848,754          393,909
        Others                                                           319,617          113,513          113,365
                                                                  --------------    -------------    -------------

                                                                       6,525,585        5,250,345        3,248,274
                                                                  --------------    -------------    -------------
     COST OF SALES
        Beer                                                          (2,475,659)      (2,169,943)      (1,461,346)
        Soft Drinks                                                     (662,728)        (564,310)        (364,038)
        Others                                                          (227,838)        (109,496)         (79,669)
                                                                  --------------    -------------    -------------

                                                                      (3,366,225)      (2,843,749)      (1,905,053)
                                                                  --------------    -------------    -------------
     SELLING AND MARKETING EXPENSES
        Beer                                                            (538,166)        (478,020)        (291,999)
        Soft Drinks                                                     (153,020)         (90,535)         (47,513)
        Others                                                           (16,568)          (9,914)         (11,188)
                                                                  --------------    -------------    -------------

                                                                        (707,754)        (578,469)        (350,700)
                                                                  --------------    -------------    -------------

     DIRECT DISTRIBUTION EXPENSES
        Beer                                                            (362,706)        (242,810)        (164,441)
        Soft Drinks                                                      (92,770)         (87,958)         (56,957)
        Others                                                           (12,351)          (6,234)          (4,138)
                                                                  --------------    -------------    -------------

                                                                        (467,827)        (337,002)        (225,536)
                                                                  --------------    -------------    -------------
     GENERAL AND ADMINISTRATIVE EXPENSES
        Beer                                                            (326,997)        (342,798)        (181,933)
        Soft Drinks                                                      (17,540)         (21,787)         (12,998)
        Others                                                            (6,960)          (8,438)         (12,009)
                                                                  --------------    -------------    -------------

                                                                        (351,497)        (373,023)        (206,940)
                                                                  --------------    -------------    -------------
</Table>

                                      F-88
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
<Caption>
                                                                                           2001             2000             1999
                                                                                 --------------    -------------    -------------

                                                                                          AmBev            AmBev           BRAHMA
                                                                                 --------------    -------------    -------------
     <S>                                                                               <C>              <C>              <C>
     DEPRECIATION AND AMORTIZATION EXPENSES (*)
        Beer                                                                           (206,398)        (159,266)         (74,999)
        Soft Drinks                                                                     (35,363)         (39,600)         (17,467)
        Others                                                                          (14,731)          (3,422)          (2,942)
                                                                                 --------------    -------------    -------------

                                                                                       (256,492)        (202,288)         (95,408)
                                                                                 --------------    -------------    -------------
     LESS:
        Provisions for legal contingencies                                              (33,907)        (269,154)         (51,203)
        Other operating income, net                                                      47,225            3,917           66,307
        Financial expense, net                                                         (503,115)        (323,989)        (129,308)
        Non-operating income, net                                                       107,332           57,786          (19,876)
        Income tax benefit (expense), net                                               (51,974)         405,413           17,585
        Profit sharing and contributions                                               (157,075)         (53,718)         (39,866)
        Minority interest                                                                   292         (265,887)          14,019
                                                                                 --------------    -------------    -------------

         NET INCOME                                                                     784,568          470,182          322,295
                                                                                 ==============    =============    =============
</Table>

     (*)    relates primarily to administrative assets and amortization of
            deferred charges; excludes depreciation of production assets

     International sales and operations arise from our subsidiaries in Argentina
     and Venezuela. Revenues from no individual customer represented more than
     10% of our net sales. Information on our geographic areas is as follows:

<Table>
<Caption>
                                                                                           2001             2000             1999
                                                                                 --------------    -------------    -------------

                                                                                          AmBev            AmBev           BRAHMA
                                                                                 --------------    -------------    -------------
     <S>                                                                              <C>              <C>              <C>
     TOTAL NET SALES
        Domestic                                                                      6,111,139        4,858,086        2,870,766
        International                                                                   414,446          392,259          377,508
                                                                                 --------------    -------------    -------------

                                                                                      6,525,585        5,250,345        3,248,274
                                                                                 ==============    =============    =============
     TOTAL PROPERTY, PLANT AND EQUIPMENT
        Domestic                                                                      2,686,756        2,791,876        1,507,956
        International                                                                   456,879          412,383          390,624
                                                                                 --------------    -------------    -------------

                                                                                      3,143,635        3,204,259        1,898,580
                                                                                 ==============    =============    =============
</Table>

                                      F-89
<Page>

     COMPANHIA DE BEBIDAS DAS AMERICAS - AmBev

     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     AT DECEMBER 31
     EXPRESSED IN THOUSANDS OF REAIS, UNLESS OTHERWISE STATED

<Table>
<Caption>
                                                                                                            2001             2000
                                                                                                   -------------    -------------

                                                                                                           AmBev            AmBev
                                                                                                   -------------    -------------
     <S>                                                                                              <C>               <C>
     TOTAL SEGMENT ASSETS
        Beer                                                                                           4,162,294        3,667,054
        Soft Drinks                                                                                    1,189,226        1,043,528
        Others                                                                                           594,611          369,622
                                                                                                   -------------    -------------

                                                                                                       5,946,131        5,080,204
                                                                                                   -------------    -------------

     GENERAL CORPORATE ASSETS                                                                          5,082,680        3,559,448
                                                                                                   -------------    -------------

        TOTAL ASSETS                                                                                  11,028,812        8,639,652
                                                                                                   =============    =============

     TOTAL ASSETS BY LOCATION
        Domestic                                                                                      10,208,438        7,976,060
        International                                                                                    820,374          663,592
                                                                                                   -------------    -------------

        TOTAL ASSETS                                                                                  11,028,812        8,639,652
                                                                                                   =============    =============
</Table>

                                   *    *    *

                                      F-90